Table of Contents
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A SHORT HISTORY
Washington Federal, Inc. (Company or Washington Federal) is a unitary thrift holding company headquartered in Seattle, Washington. Its principal subsidiary is Washington Federal (Bank ), which operates 160 offices in eight western states.
The Company had its origin on April 24, 1917, as Ballard Savings and Loan Association. In 1935, the state-chartered Company converted to a federal charter, became a member of the Federal Home Loan Bank (FHLB) system and obtained federal deposit insurance. In 1958, Ballard Federal Savings and Loan Association merged with Washington Federal Savings and Loan Association of Bothell, and the latter name was retained for wider geographical acceptance. In 1971, Seattle Federal Savings and Loan Association, with three offices, merged into the Company, and at the end of 1978 was joined by the 10 offices of First Federal Savings and Loan Association of Mount Vernon.
On November 9, 1982, the Company converted from a federal mutual to a federal stock association. In 1987 and 1988, acquisitions of United First Federal, Provident Federal Savings and Loan, and Northwest Federal Savings and Loan, all headquartered in Boise, Idaho, added 28 Idaho offices to the Company. In 1988, the acquisition of Freedom Federal Savings and Loan Association in Corvallis, Oregon, added 13 Oregon offices, followed in 1990 by the eight Oregon offices of Family Federal Savings.
In 1991, the Company added three branches with the acquisition of First Federal Savings and Loan Association of Idaho Falls, Idaho, and acquired the deposits of First Western Savings Association of Las Vegas, Nevada, in Portland and Eugene, Oregon, where it was doing business as Metropolitan Savings Association. In 1993, 10 branches were added with the acquisition of First Federal Savings Bank of Salt Lake City, Utah. In 1994, the Company expanded into Arizona.
In 1995, the stockholders approved a reorganization whereby the Bank became a wholly owned subsidiary of a newly formed holding company, Washington Federal, Inc. That same year, the Company purchased West Coast Mutual Savings Bank with its one branch in Centralia, Washington, and opened six additional branches. In 1996, the Company acquired Metropolitan Bancorp of Seattle, adding eight offices in Washington as well as opening four branches in existing markets. Between 1997 and 1999, the Company continued to develop its branch network, opening a total of seven branches and consolidating three offices into existing locations.
In 2000, the Company expanded into Las Vegas, opening its first branch in Nevada along with two branches in Arizona. In 2001, the Company opened two additional branches in Arizona and its first branch in Texas, with an office in the Park Cities area of Dallas. In 2002, five full-service branches were opened in existing markets. In 2003, the Company purchased United Savings and Loan Bank with its four branches in Seattle, added one new branch in Puyallup, Washington, and consolidated one branch in Nampa, Idaho. In 2005, the Company consolidated two branches in Mount Vernon, Washington, into one and opened branches in Plano, Texas, and West Bend, Oregon. In 2006, the Company opened locations in Klamath Falls, Oregon, and Richardson, Texas, added another location in Las Vegas, Nevada, and opened a branch in Medford, Oregon.
The Company acquired First Federal Banc of the Southwest, Inc., the holding company for First Federal Bank located in Roswell, New Mexico, on February 13, 2007. First Federal Bank had 13 branch locations, 11 in New Mexico and two in El Paso, Texas. The Company acquired First Mutual Bancshares, Inc. (“First Mutual”), the holding company for First Mutual Bank, on February 1, 2008. First Mutual had 12 branches primarily located on the eastside of Seattle. The Company also opened a location in Redmond, Oregon, in 2009. During 2010, the Company opened two new locations, one in Las Vegas, Nevada, and the other in Prescott Valley, Arizona.
On January 8, 2010, the Company acquired certain assets and liabilities, including most of the loans and deposits, of Horizon Bank (Horizon), headquartered in Bellingham, Washington, from the Federal Deposit Insurance Corporation (FDIC), as receiver for Horizon. Horizon operated 18 full-service offices, four commercial loan centers and four real estate loan centers in Washington. Through consolidation with existing Washington Federal branches, there was a net increase of 10 branches as a result of the Horizon acquisition.
In July 2011, the Company changed the name of its operating subsidiary from “Washington Federal Savings and Loan Association” to “Washington Federal,” acknowledging the increasing mix of product offerings as well as customer recognition
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of the Washington Federal brand. On October 14, 2011, the Company acquired six branch locations, four in Albuquerque, New Mexico, and two in Santa Fe, New Mexico, from Charter Bank.
The Company obtains its funds primarily through deposits from the general public, repayments of loans, borrowings and retained earnings. These funds are used largely to make loans to individuals and businesses, including loans for the purchase of new and existing homes, construction and land loans, commercial real estate loans, commercial and industrial loans and loans for investments.
FINANCIAL HIGHLIGHTS
| September 30, | 2011 | 2010 | % Change | ||||
| (In thousands, except per share data) | |||||||
| Assets | $ | 13,440,749 | $ | 13,486,379 | (0.3%) | ||
| Cash and cash equivalents | 816,002 | 888,622 | (8.2) | ||||
| Investment securities | 246,004 | 358,061 | (31.3) | ||||
| Loans receivable, net | 7,935,877 | 8,423,703 | (5.8) | ||||
| Covered loans, net | 382,183 | 534,474 | (28.5) | ||||
| Mortgage-backed securities | 3,056,176 | 2,203,139 | +38.7 | ||||
| Customer accounts | 8,665,903 | 8,852,540 | (2.1) | ||||
| FHLB advances and other borrowings | 2,762,066 | 2,665,548 | +3.6 | ||||
| Stockholders’ equity | 1,906,533 | 1,841,147 | +3.6 | ||||
| Net income available to common shareholders | 111,141 | 118,653 | (6.3) | ||||
| Diluted earnings per share | 1.00 | 1.05 | (4.8) | ||||
| Dividends per share | 0.24 | 0.20 | +20.0 | ||||
| Stockholders’ equity per share | 17.49 | 16.37 | +6.8 | ||||
| Shares outstanding | 108,976 | 112,484 | (3.1) | ||||
| Return on average stockholders’ equity | 5.99 | % | 6.55 | % | NM | ||
| Return on average assets | 0.83 | 0.89 | NM | ||||
| Efficiency ratio (1) | 31.30 | 26.26 | NM | ||||
| (1) | Calculated as total operating costs divided by net interest income, plus other income (excluding Investment gains) |
NM – not meaningful
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TO OUR STOCKHOLDERS
Dear Shareholder,
It is a privilege for me to report that your company had another very successful year of operations, with much improved core earnings despite challenging conditions. Net income in fiscal year 2011 amounted to $111,141,000, which represents a 6% decline from reported net income of $118,653,000 in 2010. However, after excluding two large non-recurring items recorded in 2010, an $86 million pretax acquisition gain and the recapture of a $39 million contingent tax liability, earnings actually improved by $86 million or 345%. We view this as a significant accomplishment in light of ongoing economic and industry upheaval.
The strong increase in core earnings resulted largely from improved asset quality. After peaking at $606 million in June of 2009, non-performing assets (defined as loans on which payment is no longer being made plus foreclosed assets) have declined by 39% and ended the fiscal year at $370 million, or 2.76% of total assets. We are also pleased to report considerable improvement in net loan charge-offs, as they fell by nearly one-half, from $184 million last year to $98 million in fiscal 2011. Likewise, losses on the disposition of foreclosed real estate declined by 50% from $80 million to $40 million. Improvement in those measures provides evidence that the bottom of this credit cycle was reached well in the past.
The largest of our loan portfolios is performing much better than the balance of the industry, as evidenced by the nearby chart comparing our mortgage delinquencies to those of the industry as a whole. It is encouraging to note that the level of past due mortgage loans as a percentage of our total portfolio remains steady, even though total mortgage loans outstanding declined along with housing prices in virtually all of our markets. The differential in quality is a testament to those in our company who underwrite and service those mortgage loans.
The steep decline in housing values and the jobless recovery, however, have left many mortgage borrowers challenged to make payments. In response, as we previously reported to you, in 2009 the Company created a Mortgage Resource Center, staffed with some of our most experienced mortgage lenders, to provide a single area within the Company where troubled borrowers could seek assistance. Since then, we have voluntarily modified some 1,946 mortgage loans to enable families suffering a temporary disruption in income to stay in their homes. Happily, our willingness to do so has been rewarded, as 85% of those modified loans are paying as agreed and many have now returned to the originally scheduled amortization.
Since the inception of the Mortgage Resource Center, 31% of those seeking a modification have been declined because in our view the impairment was permanent. In those cases, we concluded that the only viable alternative was a foreclosure or a deed in lieu of foreclosure. Throughout the devastating housing downturn that has led to so much hardship for consumers and to the outright failure of many lenders, our professional workout staff has maintained its poise and has done a terrific job of assisting troubled borrowers while protecting the interests of the Company. Anyone can behave well when times are good. Reputations
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though, are made in tough times and there is little doubt that our reputation for integrity and fairness has grown over the past two years thanks to their efforts.
Virtually all other financial measures of the Company's performance during the year were positive. Operating expenses remained at the very low end of the industry range. The Company's efficiency ratio, an expression of pennies spent to produce $1 of net revenue, was 31.3%, compared to an industry average of 61.1%. This is a world class level of cost effectiveness, despite a significant increase in expenses outside our control, mostly related to heightened regulatory demands and a twenty-fold increase in FDIC insurance premiums.
Capital and liquidity remain remarkably strong. After cash dividends and the repurchase of 0.0 million shares during the fiscal year, an increase in capital accounts of $65 million was reported. The Company's ratio of tangible common equity to tangible assets, the purest measure of capital strength, increased to 12.52% in 2011 from 11.97% in 2010 and stands as the 2nd best such ratio among the 50 largest publicly traded financial institutions in the country. To reinforce management's belief that Washington Federal continues to be one of the strongest banks in America, consider that in the impossible event that 100% of non-performing assets were charged off tomorrow, the tangible common equity ratio would still amount to 10.9%, rank 5th and amount to 128% of the average for that same peer group.
With all of the positive news reported here, one would expect the price per share of Washington Federal common stock to have improved, yet as you are well aware - it did not. This decline in value is particularly painful for shareholders because it comes on the heels of the banking crisis and the housing bust, during which the company's price per share fell for readily apparent reasons. This past year, though, the decline in value stands in marked contrast to the performance of the company, which was considerably improved in comparison to the prior two years. The absence of correlation between the share price and the Company's performance can be partially attributed to a market driven more by macroeconomic and geopolitical events than by the financial metrics of individual companies. A range of concerns, including slow growth in the U.S. economy characterized by stubbornly high unemployment and further declines in housing values, have created an environment of uncertainty and bearishness that has simply overwhelmed the Company's improved financial results.
Other industry issues affecting the Company's stock price include excess capacity, ultra-low interest rates and the virtual monopoly that the government enjoys in housing finance. It is also clear that the Dodd-Frank Act has caused investors to discount the future profitability of the industry. The Durbin Amendment to the Dodd-Frank Act, for example, produced an estimated $7 billion windfall in debit card revenues for retailers; unfortunately though, this gain will come directly from the bottom line of the banking industry. Dodd-Frank also adds uncertainty and cost through the layering of additional regulation. Washington Federal has gone from a single primary regulator to three. The Federal Reserve now has regulatory jurisdiction over the parent company, the Office of the Comptroller of the Currency supervises the regulated subsidiary and the Consumer Financial Protection Bureau has responsibility for regulating our delivery of consumer products. Only experience will show the full impact of these changes, but each of our new regulators has reached out constructively and, based upon those conversations, we believe that we are positioned to meet their requirements.
These high level circumstances are the best explanation available for our stock trading below book value at a time when the company is so solidly profitable, with improving trends nearly across the board. We believe that the selling is overdone and that the current stock price does not reflect the intrinsic value of the Company.
As always, we are continuing to provide our customers with valuable banking services such as a safe place for deposits and mortgage and business loans. These activities also provide stable jobs for our employees, benefits to our communities, including tax payments, and profits for our shareholders.
Looking ahead, we are optimistic about future prospects within the construct of the new economic realities. For many of the reasons cited above, gone for some time are the days when we could earn 2% on assets, yet there are still excellent opportunities to create shareholder value. The highest and best use of excess capital is organic growth and we are in fact attracting new business even with our conservative tolerance for risk. Industry consolidation will continue and perhaps accelerate, and the Company also has the capital, the talent and the infrastructure to acquire. If neither of these opportunities comes to pass, we will continue to return excess capital to you in the form of cash dividends or stock repurchases. In June, the board of directors authorized the repurchase of an additional ten million shares. At this writing 2,306,186 shares have been repurchased under that authorization, so significant capacity remains. One way or another, management and the Board are committed to rewarding shareholder patience with an improved stock price. Toward that end, the Board has begun taking a substantial portion of its compensation in stock, and long-term management incentives are now largely driven by total shareholder return.
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Interest rate risk, defined as the impact on earnings of a change in interest rates, will also be an area of management focus this year. With interest rates at all time lows, caution must be exercised in originating long term assets. To protect against higher interest rates in the future, marketing and new business development will be targeted to shorter maturity fixed rate assets, floating rate assets and low cost transaction accounts. Liquidity levels will likely remain higher than normal along with capital, so that if rates do increase management will have the ability to leverage and acquire assets at the new higher rates in order to offset the decline in profitability of the existing balance sheet. This conservative approach to financial management means that we are effectively paying an insurance premium through reduced short-term earnings in order to assure our performance in the long term. Investors are encouraged to review the interest rate risk disclosures included in this report to gain a more complete understanding of this key risk, which has always been well-managed by the Company.
In January, Jim Doud and Denny Halvorson will step down from the board after reaching the retirement age prescribed by informal policy. Mr. Halvorson joined the board after the Company's acquisition of Metropolitan Savings in 1996 and has served as Chairman of the Compensation Committee and as the board's Lead Independent Director since 2006. Mr. Doud was elected to the board in 2008 after serving as a director of First Mutual, Inc. prior to its acquisition by Washington Federal, served on the Audit & Risk Policy Committee and, as a member of the Nominating & Governance Committee, was instrumental in the recruiting of replacement directors. I wish to thank both of them for their thoughtful leadership and the seriousness with which they approached their director responsibilities. Both have been very strong contributors to the Company's success and the depth of their experience will certainly be missed. In light of their retirements, I also wish to thank John Clearman for his agreement to an additional one-year term, during which he will serve as the Lead Independent Director.
In anticipation of the above retirements, the Company was fortunate to recruit two new directors with experience managing large, successful companies. Mark Tabbutt, Chairman of Saltchuk Resources, joined the board in April 2011, and Liane Pelletier, former Chairman, President & CEO of Alaska Communications Corp, was appointed to the board in August. Mark will serve as Chairman of the Regulatory Compliance Committee next year, while Liane will join the Audit & Risk Policy Committee. In light of their relative youth, we hope that they will serve for many years and extend our long history of strong, stable management and board oversight. I thank both of them for their willingness to serve at a time when so much is expected of public company directors.
After the end of our fiscal year, the Company completed its acquisition of six branches formerly owned by Charter Bank in New Mexico. The transaction adds $250 million in deposits, along with two branches in Santa Fe and four new locations in Albuquerque. The acquisition brings total deposits in New Mexico to over $700 million. I'd like to welcome the former Charter Bank employees, whom we have found to be most professional, and their clients to Washington Federal.
In closing, I'd like to express appreciation for the work of the Executive Management Committee, our loyal employees and our dedicated Board of Directors. All will be working hard to grow the business next year and, as always, you can help by sending your friends, relatives and neighbors to Washington Federal for all their banking needs.
I hope to see you at the 2012 Annual Meeting of Stockholders to be held at 2:00 PM on January 18th at the Westin Hotel in downtown Seattle.
Sincerely,
Roy M. Whitehead
Chairman, President and Chief Executive Officer
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(Back row - from left to right) Thomas E. Kasanders, Executive Vice President, Linda S. Brower, Executive Vice President, Mark A. Schoonover, Executive Vice President and Chief Credit Officer, Angela D. Veksler, Senior Vice President and Chief Information Officer (Front row - from left to right) Jack B. Jacobson, Executive Vice President, Roy M. Whitehead, Chairman, President and Chief Executive Officer, Edwin C. Hedlund, Executive Vice President and Secretary, Brent J. Beardall, Executive Vice President and Chief Financial Officer.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Annual Report on Form 10-K and the documents into which it may be incorporated by reference may contain, and from time to time our management may make, certain statements that constitute forward-looking statements. Words such as “expects,” “anticipates,” “believes,” “estimates” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. These statements are not historical facts, but instead represent the current expectations, plans or forecasts of the Company and are based on the beliefs and assumptions of the management of the Company and the information available to management at the time that these disclosures were prepared. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are not guarantees of future results or performance and involve certain risks, uncertainties and assumptions that are difficult to predict and often are beyond the Company's control. Actual outcomes and results may differ materially from those expressed in, or implied by, the Company's forward-looking statements.
You should not place undue reliance on any forward-looking statement and should consider the following uncertainties and risks, as well as the risks and uncertainties discussed elsewhere in this report, including under Item 1A, “Risk Factors,” and in any of the Company's other subsequent Securities and Exchange Commission filings:
▪negative economic conditions, including sharp declines in the real estate market, home sale volumes and financial stress on borrowers as a result of the uncertain economic environment, that adversely affect our borrowers and their customers, and may adversely affect our financial condition and results of operations;
▪the severe effects of the continued economic downturn, including high unemployment rates and severe declines in housing prices and property values, in our primary market areas;
▪fluctuations in interest rate risk and changes in market interest rates, which may negatively affect the Company's results of operations and financial conditions;
▪the Company's ability to make accurate assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and the value of the assets securing these loans;
▪legislative and regulatory limitations, including those arising under the Dodd-Frank Wall Street Reform Act and potential limitations in the manner in which we conduct our business and undertake new investments and activities;
▪the Bank's ability to comply with the terms of its memorandum of understanding with the OCC;
▪changes in other economic, competitive, governmental, regulatory, and technological factors affecting the Company's markets, operations, pricing, products, services and fees; and
▪the timing and occurrence or non-occurrence of events that may be subject to circumstances beyond the Company's control.
All forward-looking statements speak only as of the date on which such statements are made, and Washington Federal undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, changes to future operating results over time, or the impact of circumstances that arise after the date the forward-looking statement was made.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Washington Federal, Inc. (Company or Washington Federal) is a unitary thrift holding company. The Company's primary operating subsidiary is Washington Federal (Bank or Washington Federal Bank), a federally chartered savings association.
The Company's fiscal year end is September 30th. All references to 2011, 2010 and 2009 represent balances as of September 30, 2011, September 30, 2010 and September 30, 2009, or activity for the fiscal years then ended. References to net income in this document refer to net income available to common shareholders.
CRITICAL ACCOUNTING POLICIES
Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses in the Company's consolidated financial statements. Accordingly, estimated amounts may fluctuate from one reporting period to another due to changes in assumptions underlying estimated values.
The Company has determined that the only accounting policy deemed critical to an understanding of the consolidated financial statements of Washington Federal relates to the methodology for determining the valuation of the allowance for loan losses, as described below.
The Company maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based on ongoing, quarterly assessments of the probable and estimable losses inherent in the loan portfolio. The Company's methodology for assessing the appropriateness of the allowance consists of several key elements, which include the general allowance and specific allowances.
The general loan loss allowance is established by applying a loss percentage factor to each of the different loan types. The allowance is provided based on Management's continuing evaluation of the pertinent factors underlying the quality of the loan portfolio, including changes in the size and composition of the loan portfolio, actual loan loss experience, current economic conditions, collateral values, geographic concentrations, seasoning of the loan portfolio, specific industry conditions and the duration of the current business cycle. The recovery of the carrying value of loans is susceptible to future market conditions beyond the Company's control, which may result in losses or recoveries differing from those provided.
Specific allowances are established for loans which are individually evaluated, in cases where management has identified significant conditions or circumstances related to a loan that Management believes indicate the probability that a loss has been incurred.
INTEREST RATE RISK
The primary source of income for the Company is net interest income, which is the difference between the interest income generated by our interest-earning assets and the interest expense generated by our interest-bearing liabilities. The level of net interest income is a function of the average balances of our interest-earnings assets and liabilities and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities. If the interest rates on our interest-bearing liabilities increase at a faster pace than the interest rates on our interest-earning assets, the result could be a reduction in net interest income and with it, a reduction in our earnings.
The Company accepts a higher level of interest rate volatility as a result of its significant holdings of fixed-rate single-family home loans that are longer-term than the short-term characteristics of its primary liabilities of customer accounts. As a result, assets do not respond as quickly to changes in interest rates as liabilities. Due to this strategy, net interest income typically would decline when interest rates rise and would expand when interest rates fall as compared to a portfolio of matched maturities of assets and liabilities, if the balance sheet did not change in size or composition.
The Company manages its interest rate risk in part by originating more fixed-rate loans when yields are higher and adding loans and investments with shorter term characteristics, such as construction and commercial loans, when loan rates are lower. This balance sheet strategy, in conjunction with a strong capital position and low operating costs has allowed the Company to
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
manage interest rate risk, within guidelines established by the Board of Directors, through all interest rate cycles. Although a significant increase in market interest rates could adversely affect the net interest income of the Company, the Company's interest rate risk approach has never resulted in the recording of a monthly operating loss.
The Company's objective in managing its interest rate risk is to grow the amount of net interest income, through the rate cycles acknowledging that there will be some periods of time when that will not be feasible. The chart below shows the volatility of our period end net interest spread (dotted line which is measured against the right axis) compared to the relatively consistent growth in net interest income (solid line which is measured against the left axis). This consistency is accomplished by managing the size and composition of the balance sheet through different rate cycles.
The following table shows the estimated repricing periods for earning assets and paying liabilities.
| Repricing Period | |||||||||||||||
| Within One Year | After 1 year - before 6 Years | Thereafter | Total | ||||||||||||
| (In thousands) | |||||||||||||||
| As of September 30, 2011 | |||||||||||||||
| Earning Assets (1) | $ | 1,742,054 | $ | 854,212 | $ | 10,203,095 | $ | 12,799,361 | |||||||
| Paying Liabilities | (3,950,391 | ) | (3,841,189 | ) | (3,655,531 | ) | (11,447,111 | ) | |||||||
| Excess (Liabilities) Assets | $ | (2,208,337 | ) | $ | (2,986,977 | ) | $ | 6,547,564 | |||||||
| Excess as % of Total Assets | (16.50 | )% | |||||||||||||
| Policy limit for one year excess | (40.00 | )% | |||||||||||||
(1) Asset repricing period includes estimated prepayments based on historical activity
At September 30, 2011, the Company had approximately 2.2 billion more liabilities than assets subject to repricing in the next year than assets, which amounted to a negative maturity gap of 16.50% of total assets, approximately the same as the prior year. Having this excess of liabilities, relative to assets, that will be repricing within the next year, the Company is subject to
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
decreasing net interest income should interest rates rise. However, if the size and/or mix of the balance sheet changes, rising rates may not cause a decrease in net interest income.
The interest rate spread increased to 3.13% at September 30, 2011 from 3.09% at September 30, 2010. Net interest spread represents the difference between the contractual rates of earning assets and the contractual rates of paying liabilities as of a specific date. The spread increased due to lower deposit costs, partially offset by lower asset yields. In addition, loan yields are lower as a result of refinancing of fixed-rate mortgages into historically low long-term interest rates. Rates on customer accounts decreased by 37 basis points over the prior year while rates on earning assets decreased by 24 basis points (see Period End Spread table below).
As of September 30, 2011, total assets decreased by $45,630,000, or 0.34%, from $13,486,379,000 at September 30, 2010. For the year ended September 30, 2011, compared to September 30, 2010, loans (both non-covered and covered) decreased $640,117,000, or 7.15%, while investment securities increased $740,980,000, or 28.93%. Cash and cash equivalents of $816,002,000 and stockholders' equity of $1,906,533,000 provides management with flexibility in managing interest rate risk going forward.
ASSET QUALITY & ALLOWANCE FOR LOAN LOSSES
The Company maintains an allowance to absorb losses inherent in the loan portfolio. The amount of the allowance is based on ongoing, quarterly assessments of the probable and estimable losses inherent in the loan portfolio. The Company's methodology for assessing the appropriateness of the allowance consists of several key elements, which include the general allowance and specific allowances.
The general portion of the loan loss allowance is established by applying a loss percentage factor to the different loan types. Management believes loan types are the most relevant factor in the allowance calculation for group of homogeneous loans as the risk characteristics within these groups are similar. The loss percentage factor is made up of two parts - the historical loss factor (“HLF”) and the qualitative loss factor (“QLF”). The HLF takes into account historical charge-offs, while the QLF is determined by loan type and allows management to augment reserve levels to reflect the current environment and portfolio performance trends including recent charge-off trends. Allowances are provided based on management's continuing evaluation of the pertinent factors underlying the quality of the loan portfolio, including changes in the size and composition of the loan portfolio, actual loan loss experience, current economic conditions, collateral values, geographic concentrations, seasoning of the loan portfolio, specific industry conditions, and the duration of the current business cycle. The recovery of the carrying value of loans is susceptible to future market conditions beyond the Company's control, which may result in losses or recoveries differing from those provided.
Specific allowances are established for loans which are individually evaluated; in cases where management has identified significant conditions or circumstances related to a loan that Management believes indicate the probability that a loss has been incurred.
Loans for commercial purposes, including multi-family loans, builder construction loans and commercial loans are reviewed on an individual basis to assess the ability of the borrowers to continue to service all of their principal and interest obligations. If a loan shows signs of weakness, it is downgraded and, if warranted, placed on non-accrual status. On collateral dependent commercial loans, updated valuations are generally obtained from external sources when a loan exhibits weakness or is modified. The Company also has an asset quality review function that reports the results of its internal reviews to the Board of Directors on a quarterly basis.
Restructured single-family residential loans are reserved for under the Company's general reserve methodology. If any individual loan is significant in balance, the Company may establish a specific reserve as warranted.
Most restructured loans are accruing and performing loans where the borrower has proactively approached the Company about modifications due to temporary financial difficulties. Each request is individually evaluated for merit and likelihood of success. As of September 30, 2011 single-family residential loans comprised 82% of restructured loans. The concession for these loans is typically a payment reduction through a rate reduction of from 0 to 0 bps for a specific term, usually six to twelve months. Interest-only payments may also be approved during the modification period. The subsequent default rate on restructured single- family mortgage loans has been approximately 14% since inception of the program in November 2008.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Concessions for construction (4.1%), land A&D (4.8%) and multi-family loans (5.0%) are typically an extension of maturity combined with a rate reduction of normally 0 bps. Since December 2008 the subsequent default rate on restructured commercial loans has been less than 10%.
For commercial loans, six consecutive payments on newly restructured loan terms are required prior to returning the loan to accrual status. In some instances after the required six consecutive payments are made a management assessment will conclude that collection of the entire principal balance is still in doubt. In those instances, the loan will remain on non-accrual. Homogeneous loans may or may not be on accrual status at the time of restructuring, but all are placed on accrual status upon the restructuring of the loan. Homogeneous loans are restructured only if the borrower can demonstrate the ability to meet the restructured payment terms; otherwise, collection is pursued and the loan remains on non-accrual status until liquidated. If the homogeneous restructured loan does not perform it is placed in non-accrual status when it is 90 days delinquent.
A loan that defaults and is subsequently modified would impact the Company's delinquency trend, which is part of the QLF component of the general reserve calculation. Any modified loan that re-defaults and is charged-off would impact the HLF component of our general reserve calculation.
Non-performing assets were $370,294,000, or 2.76%, of total assets, at September 30, 2011, compared to $434,530,000, or 3.22%, of total assets, at September 30, 2010. This continued elevated level of non-performing assets is a result of the significant decline in housing values in the western United States and the national recession over the last three years. This level of NPAs remains significantly higher than the 0.88% average over the Company's 28+ year history as a public company. Total delinquencies over 30 days were $279,222,000, or 3.43%, of net loans at September 30, 2011, compared to $304,665,000 or 3.53%, of net loans at September 30, 2010.
The following table details non-performing asset by type, comparing 2011 and 2010 .
| September 30, | |||||||||||||||
| Non-Performing Assets | 2011 | 2010 | $ Change | % Change | |||||||||||
| (In thousands) | |||||||||||||||
| Non-accrual loans: | |||||||||||||||
| Single-family residential | $ | 126,624 | $ | 123,624 | $ | 3,000 | 2.4 | % | |||||||
| Construction – speculative | 15,383 | 39,915 | (24,532 | ) | (61.5 | )% | |||||||||
| Construction – custom | 635 | — | 635 | NM | |||||||||||
| Land – acquisition & development (A&D) | 37,339 | 64,883 | (27,544 | ) | (42.5 | )% | |||||||||
| Land – consumer lot loans | 8,843 | — | 8,843 | NM | |||||||||||
| Multi-Family | 7,664 | 4,931 | 2,733 | 55.4 | % | ||||||||||
| Commercial real estate | 11,380 | 10,831 | 549 | 5.1 | % | ||||||||||
| Commercial & industrial | 1,679 | 371 | 1,308 | 352.6 | % | ||||||||||
| HELOC | 481 | — | 481 | NM | |||||||||||
| Consumer | 437 | 977 | (540 | ) | (55.3 | )% | |||||||||
| Total non-accrual loans | 210,465 | 245,532 | (35,067 | ) | (14.3 | )% | |||||||||
| Total REO & REHI | 159,829 | 188,998 | (29,169 | ) | (15.4 | )% | |||||||||
| Total non-performing assets | $ | 370,294 | $ | 434,530 | $ | (64,236 | ) | (14.8 | )% | ||||||
| NM - not meaningful | |||||||||||||||
In response to the improving overall credit quality of our loan portfolio, the total allowance for loan loss decreased by $5,934,000, or 3.6%, over 2010. $115,248,000 of the allowance is calculated under the formulas contained in our general allowance methodology and the remaining $41,912,000 is made up of specific reserves on loans that were deemed to be impaired at September 30, 2011. The general reserve increased by $17,156,000, or 17.5%, to $115,248,000 while the specific reserve decreased by $23,090,000, or 35.5%. The primary reasons for the shift in total allowance allocation from specific
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
reserves to general reserves is due to the Company having already addressed many of the problem loans focused in the speculative construction and land A&D portfolios, combined with above normal delinquencies and elevated charge-offs in the single-family residential portfolio.
LIQUIDITY AND CAPITAL RESOURCES
The principal sources of funds for the Company's activities are retained earnings, loan repayments (including prepayments), net deposit inflows, repayments and sales of investments and borrowings. Washington Federal's principal sources of revenue are interest on loans and interest and dividends on investments.
The Company's net worth at September 30, 2011, was $1,906,533,000 or 14.2%, of total assets. This is an increase of $65,386,000 from September 30, 2010, when net worth was $1,841,147,000, or 13.7%, of total assets. The Company's net worth was impacted in the year by net income of $111,141,000, the payment of $26,796,000 in cash dividends, treasury stock purchases that totaled $59,680,000, as well as an increase in other comprehensive income of $36,107,000. The Company paid out 24.0% of its 2011 earnings in cash dividends to common shareholders, compared with 19.0% last year. Over the long term, the Company would prefer its dividend payout ratio to be less than 50.0%. For the year ended September 30, 2011, $86.4 million, or 77.8%, of net income was returned to shareholders in the form of cash dividends or share repurchases.
Management believes this strong net worth position will help the Company manage its interest rate risk and provide the capital support needed for controlled growth in a regulated environment.
The Company has a credit line with the Federal Home Loan Bank (FHLB) of Seattle equal to 50.0% of total assets, providing a substantial source of liquidity if needed. FHLB advances are collateralized as provided for in the Advances, Pledge and Security Agreement by all FHLB stock owned by the Company, deposits with the FHLB and certain mortgages or deeds of trust securing such properties as provided in the agreements with the FHLB.
The Company's cash and cash equivalents amounted to $816,002,000 at September 30, 2011, a 8.2% decrease from the cash and cash equivalents balance of $888,622,000 one year ago. The Company continues to maintain higher than normal amounts of liquidity due to concern about potentially rising interest rates in the future. Additionally, see “Interest Rate Risk” above and the “Statement of Cash Flows” included in the financial statements.
13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CHANGES IN FINANCIAL CONDITION
Available-for-sale and held-to-maturity securities. Available for sale securities increased $774,051,000, or 31.2% during the year ended September 30, 2011. This increase included the purchase of $1,585,945,000 of available-for-sale investment securities. During the same period, $131,361,000 of available-for-sale securities were sold at a gain of $8,147,000. There were no purchases or sales of held-to-maturity securities in the same period. As of September 30, 2011 the Company had net unrealized gains on available-for-sale securities of $85,789,000, net of tax, which were recorded as part of stockholders' equity. The Company increased its available-for-sale investment portfolio to partially replace some of the lost interest income on maturing and prepaying loans and mortgage-backed securities.
Loans receivable. Loans receivable decreased $487,826,000, or 5.8%, to $7,935,877,000 at September 30, 2011, from $8,423,703,000 one year earlier. This decrease resulted primarily from loan repayments (including prepayments) of $1,704,826,000, which exceeded originations of $1,310,444,000 by $394,382,000. This decrease is consistent with management's strategy to reduce the Company's exposure to land and construction loans and not to aggressively compete for 30 year fixed-rate loans at rates below 4.5%, due to the duration risk associated with such low mortgage rates, which contributed to the net run off of the loan portfolio. Additionally, during the year, $112,693,000 of loans were transferred to REO. If the current low rates on 30 year fixed-rate mortgages persist, management will consider continuing to shrink the Company's loan portfolio. The following table shows the change in the geographic distribution by state of the gross loan portfolio from 2010 to 2011.
| 2011 | 2010 | Change | ||||
| Washington | 46.6 | % | 43.8 | % | 2.8 | % |
| Oregon | 17.4 | 17.6 | (0.2 | )% | ||
| Other | 5.2 | 7.2 | (2.0 | )% | ||
| Idaho | 6.6 | 7.0 | (0.4 | )% | ||
| Arizona | 9.1 | 8.8 | 0.3 | % | ||
| Utah | 7.6 | 7.6 | — | % | ||
| New Mexico | 3.8 | 3.9 | (0.1 | )% | ||
| Texas | 1.9 | 2.2 | (0.3 | )% | ||
| Nevada | 1.8 | 1.9 | (0.1 | )% | ||
| 100.0 | % | 100.0 | % | |||
Covered loans. As of September 30, 2011, covered loans had decreased 28.5%, or $152,291,000, to $382,183,000, compared to September 30, 2010, due to continued paydowns and transfers of the properties into covered real estate owned.
Real estate held for sale. Real estate held for sale decreased by $29.2 million or 15.4% to $159,829,000 from $188,998,000 as of September 30, 2010, as the Company has continued to liquidate foreclosed properties. During the year the Company sold 570 properties for net proceeds of $110.4 million and a net loss on sale of $0.3 million. The total net loss on sale of real estate, measured against the original loan balance of $190.8 million, was $80.4 million or 42.1% for properties sold in fiscal 2011. As of September 30, 2011, real estate held for sale consisted of 566 properties totaling $159.8 million. Land represents $95.2 million or 60.1% of total real estate held for sale. Net loss on real estate acquired through foreclosure, which includes gains and losses on sale, ongoing maintenance expense and periodic write-downs from lower valuations, decreased by 50.2% from the prior year to $40.1 million. This decrease is due to land prices stabilizing in 2011, compared to the significant depreciation of land values in 2010.
Intangible assets. The Company's intangible assets are made up of $251,653,000 of goodwill, servicing rights intangible of $1,246,000, as well as the unamortized balances of the core deposit intangible of $3,372,000 at September 30, 2011.
Customer deposits. Customer deposits at September 30, 2011, totaled $8,665,903,000 compared with $8,852,540,000 at September 30, 2010, a 2.1% decrease. However, the Company was able to grow transaction accounts by $107,426,000 or 4.2%,
14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
while time deposits decreased by $294,063,000 or 4.7%. The weighted average rate paid on customer deposits during the year was 1.32%, a decrease of 37 basis points from the previous year, as a result of the low interest rate environment.
FHLB advances and other borrowings. Total borrowings increased $96,518,000 or 3.62%, to $2,762,066,000 at September 30, 2011. See “Interest Rate Risk” above.
Contractual obligations. The following table presents, as of September 30, 2011, the Company's significant fixed and determinable contractual obligations, within the categories described below, by payment date or contractual maturity.
| Contractual Obligations | Total | Less than 1 Year | 1 to 5 Years | Over 5 Years | ||||||||||||
| (In thousands) | ||||||||||||||||
| Debt obligations (1) | $ | 2,762,066 | $ | — | $ | 1,712,066 | $ | 1,050,000 | ||||||||
| Operating lease obligations | 9,551 | 2,433 | 5,701 | 1,417 | ||||||||||||
| $ | 2,771,617 | $ | 2,433 | $ | 1,717,767 | $ | 1,051,417 | |||||||||
(1) Represents final maturities of debt obligations.
These contractual obligations, except for the operating leases, are included in the Consolidated Statements of Financial Condition. The payment amounts represent those amounts contractually due.
RESULTS OF OPERATIONS
GENERAL
See Note P, “Selected Quarterly Financial Data (Unaudited),” which highlights the quarter-by-quarter results for the years ended September 30, 2011 and 2010.
COMPARISON OF 2011 RESULTS WITH 2010
In 2011 net income decreased $7,512,000, or 6.3%, to $111,141,000 for the year ended September 30, 2011 as compared to $118,653,000 for the year ended September 30, 2010. The net income for the year ended September 30, 2010 included a $54,789,000 after tax gain on the acquisition of Horizon and a $38,865,000 tax benefit related to the settlement of a contingent tax liability. Excluding these two non-recurring items from the prior year, net income increased by $86.1 million, or 345%. The net income for the twelve months ended September 30, 2011 benefited from overall lower credit costs, which included the provision for loan losses and real estate owned expenses. The provision for loan losses amounted to $93,104,000 for the year ended September 30, 2011, as compared to $179,909,000 for the year ago period. In additions, losses recognized on real estate acquired through foreclosure was $40,050,000 for the year ended September 30, 2011, as compared to $80,475,000 for the fiscal year ended September 30, 2010.
The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the 2011. For each category of interest-earning asset and interest-bearing liability, information is provided on changes
attributable to: (1) changes in volume (changes in volume multiplied by old rate) and (2) changes in rate (changes in rate multiplied by old average volume). The change in interest income and interest expense attributable to changes in both volume and rate has been allocated proportionately to the change due to volume and the change due to rate.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Year Ended September 30, 2011 | |||||||||
| Volume | Rate | Total | |||||||
| Interest income: | |||||||||
| Loans and covered assets | $ | (36,101 | ) | $ | (2,738 | ) | $ | (38,839 | ) |
| Mortgaged-backed securities | 25,601 | (9,169 | ) | 16,432 | |||||
| Investments (1) | (142 | ) | 3,624 | 3,482 | |||||
| All interest-earning assets | (10,642 | ) | (8,283 | ) | (18,925 | ) | |||
| Interest expense: | |||||||||
| Customer accounts | 2,684 | (33,209 | ) | (30,525 | ) | ||||
| FHLB advances and other borrowings | (8,315 | ) | (2,565 | ) | (10,880 | ) | |||
| All interest-bearing liabilities | (5,631 | ) | (35,774 | ) | (41,405 | ) | |||
| Change in net interest income | $ | (5,011 | ) | $ | 27,491 | $ | 22,480 | ||
The Company recorded a $93,104,000 provision for loan losses in 2011 compared to $179,909,000 in 2010. Non-performing assets (NPA's) decreased by $64,236,000 over 2010. The Company had net charge-offs of $98,284,000 for the twelve months ended September 30, 2011 compared with $183,651,000 of net charge-offs for the same period one year ago. The decrease in the provision for loan losses is in response to four primary factors: first, the amount of NPA's improved year-over-year; second, non-accrual loans as a percentage of total loans decreased from 2.80% at September 30, 2010, to 2.54% at September 30, 2011; third, the percentage of loans 30 days or more delinquent decreased from 3.53% at September 30, 2010, to 3.43% at September 30, 2011; and finally, the Company's exposure in the land A&D and speculative construction portfolios, the source of the majority of losses during this period of the cycle, has decreased from a combined 5.40% of the gross loan portfolio at September 30, 2010, to 4.10% at September 30, 2011. Management expects the provision to remain elevated until housing values stabilize. Management believes the allowance for loan losses, totaling $157,160,000, is sufficient to absorb estimated losses inherent in the portfolio.
Total other income decreased $94,497,000, or 78.5%, in 2011 from 2010. The year ended September 30, 2010, included an $85,608,000 non-recurring gain on the acquisition of Horizon (see Note A).
Compensation expense increased $2,155,000, or 3.1%, in 2011 primarily due to operating for a full year with the Horizon branches. The number of personnel, including part-time employees considered on a full-time equivalent basis, decreased to 1,221 at September 30, 2011, compared to one year ago.
Occupancy expense increased slightly to $14,480,000 for the twelve months ended September 30, 2011 from $13,933,000 for the fiscal year ended September 30, 2010. The branch network consisted of 160 offices at both September 30, 2011 and 2010.
FDIC insurance expense increased to $20,582,000 for 2011 from $18,626,000 in 2010 as a result of the significant increase in the number of bank failures during the year which has depleted the FDIC fund. The FDIC has undertaken to replenish the FDIC fund through changes to the assessment calculation, special assessments and higher insurance premiums for all insured depository institutions.
Other expenses increased slightly to $29,496,000 for the twelve months ended September 30, 2011 from $28,830,000 for the comparable period one year ago. Operating expense for 2011 and 2010 equaled 1.01% and 0.98% of average assets, respectively. Despite the increase in operating expenses, the Company continues to operate as one of the most efficient financial institutions in the country.
The loss on real estate acquired through foreclosure decreased 50.2% to $40,050,000 in 2011 from $80,475,000 in 2010, due primarily to the decline in balances of real estate acquired through foreclosure, as the Company continues to liquidate foreclosed properties. The net loss on real estate acquired through foreclosure, includes gains and losses on sale, ongoing
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
maintenance expense and periodic write-downs from lower property valuations.
Income tax expense increased to $62,518,000 in 2011 from $4,372,000 for the fiscal year ended September 30, 2010. The fiscal 2010 amount included a $38,865,000 tax benefit related to the settlement of a contingent tax liability (see Note A). The effective tax rate was 36.00% for 2011 versus 3.55% for 2010. The Company expects an effective tax rate of 36.00% going forward.
COMPARISON OF 2010 RESULTS WITH 2009
In 2010 net income increased $77,969,000, or 191.6%, from 2009, primarily as a result of the $54,789,000 after tax gain on the acquisition of Horizon and a $38,865,000 tax benefit related to the settlement of a contingent tax liability. In addition, during the twelve months ended September 30, 2010, the Company recognized a gain on sale of available-for-sale securities of $22,409,000. Losses recognized on real estate acquired through foreclosure was $80,475,000 for the twelve months ended September 30, 2010 as compared to $16,354,000 for the fiscal year ended September 30, 2009.
Interest income on loans, covered loans and mortgage-backed securities decreased $35,886,000, or 5.2%, in 2010 due to a 1.7% decrease in the average outstanding balance, as well as a 21 basis point decrease in the weighted average yield during the year from 6.04% in 2009 to 5.83% in 2010.
Interest and dividend income on investment securities and cash equivalents increased $7,672,000, or 252.0%, in 2010 from 2009. This increase was primarily due to an increase in the average outstanding balance of investment securities, cash equivalents and FHLB stock, which increased 251.0% to $1,252,991,000.
Interest expense on customer accounts decreased 23.5% to $146,360,000 for 2010 from $191,435,000 for 2009. The decrease primarily related to a 87 basis point decrease in the average cost of customer accounts to 1.69% during the year compared to 2.56% one year ago, offset by a 15.4% increase in the average balance of customer accounts over the prior year. Interest expense on FHLB advances and other borrowings decreased to $122,741,000 in 2010 from $127,192,000 in 2009 due to a decrease in the average balance of borrowings to $2,880,322,000 during 2010 from $3,235,231,000 during 2009. Partially offsetting the decrease in the average balance of borrowings was the increase in the average cost of borrowings for the year ended September 30, 2010 to 4.26% from 3.93% for the same period one year ago.
The Company recorded a $179,909,000 provision for loan losses in 2010 compared to $193,000,000 in 2009. Non-performing assets decreased by $122,590,000 over 2009. The Company had net charge-offs of $183,651,000 for the twelve months ended September 30, 2010 compared with $111,222,000 of net charge-offs for the same period one year ago. The decrease in the provision for loan losses is in response to four primary factors: first, the improvement in the amount of NPA's year-over-year; second, non-accrual loans as a percentage of total loans decreased from 4.23% at September 30, 2009, to 2.91% at September 30, 2010; third, the percentage of loans 30 days or more delinquent decreased from 4.86% at September 30, 2009, to 3.53% at September 30, 2010; and finally, the Company's exposure in the land A&D and speculative construction portfolios, where the majority of losses have come from during this period of the cycle, has decreased from a combined 8.4% of the gross loan portfolio at September 30, 2009, to 5.4% at September 30, 2010. Management expects the provision to remain at elevated levels until NPA's and charge-offs improve measurably. Management believes the allowance for loan losses, totaling $163,094,000, is sufficient to absorb estimated losses inherent in the portfolio.
Total other income increased $101,421,000, or 533.5%, in 2010 from 2009. The year ended September 30, 2010, included an $85,608,000 gain on the acquisition of Horizon (see Note A).
Compensation expense increased $12,782,000, or 22.4%, in 2010 primarily due to the addition of Horizon employees and incentive compensation paid related to the increase in net income. Personnel, including part-time employees considered on a full-time equivalent basis, increased to 1,223 at September 30, 2010 compared to 1,105 one year ago.
Occupancy expense increased $884,000, or 6.77%, during the year primarily due to the additional branches acquired in the Horizon transaction. The branch network increased to 160 offices at September 30, 2010 versus 150 offices one year ago.
FDIC insurance expense increased to $18,626,000 for 2010 from $10,688,000 in 2009 as a result of the significant increase in bank failures during the year which has depleted the FDIC fund. The FDIC has undertaken to replenish the FDIC fund through
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
special assessments and higher insurance premiums for all insured depository institutions. Other expenses increased $3,725,000 during the year primarily related to the operating costs added from the Horizon acquisition and increased information technology spending. Operating expense for 2010 and 2009 equaled 0.98% and .87% of average assets, respectively.
The loss on real estate acquired through foreclosure increased from $16,354,000 in 2009 to $80,475,000 in 2010 due to the growth in balances of real estate acquired through foreclosure, combined with the resulting net loss on sale and any additional valuation adjustments of properties stemming from continued declines in real estate values.
Income tax expense decreased $23,198,000 or 84.1%, in 2010 as a result of a $38,865,000 tax benefit related to the settlement of a contingent tax liability (see Note A). The effective tax rate was 3.55% for 2010 versus 36.40% for 2009.
PERIOD END SPREAD - AS OF THE DATE SHOWN
| DEC 2009 | MAR 2010 | JUN 2010 | SEP 2010 | DEC 2010 | MAR 2011 | JUN 2011 | SEP 2011 | |||||||||||||||||
| Interest rate on loans and mortgage-backed securities | 6.00 | % | 5.97 | % | 5.89 | % | 5.75 | % | 5.66 | % | 5.58 | % | 5.49 | % | 5.43 | % | ||||||||
| Interest rate on investment securities | 0.56 | 1.21 | 1.21 | 1.26 | 1.30 | 1.11 | 1.26 | 0.98 | ||||||||||||||||
| Combined | 5.49 | 5.37 | 5.21 | 5.21 | 5.12 | 5.05 | 5.07 | 4.97 | ||||||||||||||||
| Interest rate on customer accounts | 1.75 | 1.70 | 1.63 | — | 1.51 | 1.40 | 1.32 | 1.24 | 1.14 | |||||||||||||||
| Interest rate on borrowings | 4.25 | 4.19 | 4.19 | 4.14 | 4.14 | 4.14 | 4.14 | 4.04 | ||||||||||||||||
| Combined | 2.41 | 2.30 | 2.25 | 2.12 | 2.03 | 1.98 | 1.92 | 1.84 | ||||||||||||||||
| Interest rate spread | 3.08 | % | 3.07 | % | 2.96 | % | 3.09 | % | 3.09 | % | 3.07 | % | 3.15 | % | 3.13 | % | ||||||||
The interest rate spread increased during 2011 from 3.09% at September 30, 2010 to 3.13% at September 30, 2011. See “Interest Rate Risk” section above.
18
SELECTED FINANCIAL DATA
| Year ended September 30, | 2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||
| (In thousands, except per share data) | |||||||||||||||
| Interest income | $ | 644,635 | $ | 663,560 | $ | 691,774 | $ | 701,428 | $ | 618,682 | |||||
| Interest expense | 227,696 | 269,101 | 318,627 | 397,641 | 358,501 | ||||||||||
| Net interest income | 416,939 | 394,459 | 373,147 | 303,787 | 260,181 | ||||||||||
| Provision for loan losses | 93,104 | 179,909 | 193,000 | 60,516 | 1,550 | ||||||||||
| Other income | (14,117 | ) | 39,955 | 2,655 | (60,212 | ) | 15,569 | ||||||||
| Other expense | 136,059 | 131,480 | 107,060 | 87,220 | 64,888 | ||||||||||
| Income before income taxes | 173,659 | 123,025 | 75,742 | 95,839 | 209,312 | ||||||||||
| Income taxes | 62,518 | 4,372 | 27,570 | 33,507 | 74,295 | ||||||||||
| Net income | $ | 111,141 | $ | 118,653 | $ | 48,172 | $ | 62,332 | $ | 135,017 | |||||
| Preferred dividends accrued | — | — | 7,488 | — | — | ||||||||||
| Net income available to common shareholders | $ | 111,141 | $ | 118,653 | $ | 40,683 | $ | 62,332 | $ | 135,017 | |||||
| Per share data | |||||||||||||||
| Basic earnings | $ | 1.00 | $ | 1.06 | $ | 0.46 | $ | 0.71 | $ | 1.55 | |||||
| Diluted earnings | 1.00 | 1.05 | 0.46 | 0.71 | 1.54 | ||||||||||
| Cash dividends | 0.24 | 0.20 | 0.20 | 0.84 | 0.83 | ||||||||||
| September 30, | 2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||
| Total assets | $ | 13,440,749 | $ | 13,486,379 | $ | 12,582,475 | $ | 11,830,141 | $ | 10,285,417 | |||||
| Loans and mortgage-backed securities | 10,992,053 | 10,626,842 | 11,266,295 | 11,053,223 | 9,601,947 | ||||||||||
| Investment securities | 246,004 | 358,061 | 21,259 | 49,001 | 240,391 | ||||||||||
| Cash and cash equivalents | 816,002 | 888,622 | 498,388 | 82,600 | 61,378 | ||||||||||
| Customer accounts | 8,665,903 | 8,852,540 | 7,842,310 | 7,169,539 | 5,996,785 | ||||||||||
| FHLB advances | 1,962,066 | 1,865,548 | 2,078,930 | 1,998,308 | 1,760,979 | ||||||||||
| Other borrowings | 800,000 | 800,000 | 800,600 | 1,177,600 | 1,075,000 | ||||||||||
| Stockholders’ equity | 1,906,533 | 1,841,147 | 1,745,485 | 1,332,674 | 1,318,127 | ||||||||||
| Number of | |||||||||||||||
| Customer accounts | 309,532 | 327,430 | 305,129 | 298,926 | 281,778 | ||||||||||
| Loans | 39,986 | 42,540 | 44,453 | 47,331 | 44,713 | ||||||||||
| Offices | 160 | 160 | 150 | 148 | 135 | ||||||||||
19
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
| September 30, | 2011 | 2010 | |||||
| (In thousands, except share data) | |||||||
| ASSETS | |||||||
| Cash and cash equivalents | $ | 816,002 | $ | 888,622 | |||
Available-for-sale securities, including encumbered securities of $965,927 and $933,315, at fair value | 3,255,144 | 2,481,093 | |||||
Held-to-maturity securities, including encumbered securities of $45,086 and $60,970, at amortized cost | 47,036 | 80,107 | |||||
| Loans receivable, net | 7,935,877 | 8,423,703 | |||||
| Covered loans, net | 382,183 | 534,474 | |||||
| Interest receivable | 52,332 | 49,020 | |||||
| Premises and equipment, net | 166,593 | 162,721 | |||||
| Real estate held for sale | 159,829 | 188,998 | |||||
| Covered real estate held for sale | 56,383 | 44,155 | |||||
| FDIC indemnification asset | 98,871 | 131,128 | |||||
| FHLB stock | 151,755 | 151,748 | |||||
| Intangible assets, including goodwill of $251,653 | 256,271 | 257,718 | |||||
| Federal and state income taxes, net | — | 8,093 | |||||
| Other assets | 62,473 | 84,799 | |||||
| $ | 13,440,749 | $ | 13,486,379 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
| Liabilities | |||||||
| Customer accounts | |||||||
| Transaction deposit accounts | $ | 2,662,188 | $ | 2,554,762 | |||
| Time deposit accounts | 6,003,715 | 6,297,778 | |||||
| 8,665,903 | 8,852,540 | ||||||
| FHLB advances | 1,962,066 | 1,865,548 | |||||
| Other borrowings | 800,000 | 800,000 | |||||
| Advance payments by borrowers for taxes and insurance | 39,548 | 39,504 | |||||
Federal and State income taxes, including net deferred liabilities of $17,075 and $21,951 | 1,535 | — | |||||
| Accrued expenses and other liabilities | 65,164 | 87,640 | |||||
| 11,534,216 | 11,645,232 | ||||||
| Stockholders’ equity | |||||||
Common stock, $1.00 par value, 300,000,000 shares authorized; 129,853,534 and 129,555,956 shares issued; 108,976,410 and 112,483,632 shares outstanding | 129,854 | 129,556 | |||||
| Paid-in capital | 1,582,843 | 1,578,527 | |||||
| Accumulated other comprehensive income, net of taxes | 85,789 | 49,682 | |||||
Treasury stock, at cost; 20,877,124 and 17,072,324 shares | (268,665 | ) | (208,985 | ) | |||
| Retained earnings | 376,712 | 292,367 | |||||
| 1,906,533 | 1,841,147 | ||||||
| $ | 13,440,749 | $ | 13,486,379 | ||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year ended September 30, | 2011 | 2010 | 2009 | ||||||
| (In thousands, except per share data) | |||||||||
| INTEREST INCOME | |||||||||
| Loans | $ | 522,230 | $ | 561,069 | $ | 579,244 | |||
| Mortgage-backed securities | 108,207 | 91,775 | 109,486 | ||||||
| Investment securities and cash equivalents | 14,198 | 10,716 | 3,044 | ||||||
| 644,635 | 663,560 | 691,774 | |||||||
| INTEREST EXPENSE | |||||||||
| Customer accounts | 115,835 | 146,360 | 191,435 | ||||||
| FHLB advances and other borrowings | 111,861 | 122,741 | 127,192 | ||||||
| 227,696 | 269,101 | 318,627 | |||||||
| Net interest income | 416,939 | 394,459 | 373,147 | ||||||
| Provision for loan losses | 93,104 | 179,909 | 193,000 | ||||||
| Net interest income after provision for loan losses | 323,835 | 214,550 | 180,147 | ||||||
| OTHER INCOME | |||||||||
| Gain on FDIC-assisted transaction | — | 85,608 | — | ||||||
| Prepayment penalty on FHLB advance | — | (8,150 | ) | — | |||||
| Gain on sale of investments | 8,147 | 22,409 | — | ||||||
| Other | 17,786 | 20,563 | 19,009 | ||||||
| 25,933 | 120,430 | 19,009 | |||||||
| OTHER EXPENSE | |||||||||
| Compensation and benefits | 72,034 | 69,879 | 57,097 | ||||||
| Amortization of intangibles | 1,447 | 2,140 | 3,331 | ||||||
| Occupancy | 14,480 | 13,933 | 13,049 | ||||||
| FDIC insurance premiums | 20,582 | 18,626 | 10,688 | ||||||
| Other | 29,496 | 28,830 | 25,105 | ||||||
| Deferred loan origination costs | (1,980 | ) | (1,928 | ) | (2,210 | ) | |||
| 136,059 | 131,480 | 107,060 | |||||||
| Loss on real estate acquired through foreclosure, net | (40,050 | ) | (80,475 | ) | (16,354 | ) | |||
| Income before income taxes | 173,659 | 123,025 | 75,742 | ||||||
| Income taxes | |||||||||
| Current | 88,373 | (19,890 | ) | 56,075 | |||||
| Deferred | (25,855 | ) | 24,262 | (28,505 | ) | ||||
| 62,518 | 4,372 | 27,570 | |||||||
| NET INCOME | 111,141 | 118,653 | 48,172 | ||||||
| Preferred dividends accrued | — | — | 7,488 | ||||||
| Net income available to common shareholders | $ | 111,141 | $ | 118,653 | $ | 40,684 | |||
| PER SHARE DATA | |||||||||
| Basic earnings | $ | 1.00 | $ | 1.06 | $ | 0.46 | |||
| Diluted earnings | 1.00 | 1.05 | 0.46 | ||||||
| Cash dividends per share | 0.24 | 0.20 | 0.20 | ||||||
| Basic weighted average number of shares outstanding | 111,383,877 | 112,438,059 | 88,689,553 | ||||||
| Diluted weighted average number of shares outstanding, including dilutive stock options | 111,460,106 | 112,745,261 | 88,711,694 | ||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock | Preferred Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (loss) | Treasury Stock | Total | |||||||||||||||
| (In thousands) | |||||||||||||||||||||
| Balance at September 30, 2008 | $ | 105,093 | $ | — | $ | 1,261,032 | $ | 174,327 | $ | 2,472 | $ | (210,250 | ) | $ | 1,332,674 | ||||||
| Comprehensive income: | |||||||||||||||||||||
| Net income | 48,172 | 48,172 | |||||||||||||||||||
| Other comprehensive income, net of tax of $28,598: | |||||||||||||||||||||
| Unrealized gains on securities | 51,273 | 51,273 | |||||||||||||||||||
| Reclassification adjustment | 686 | 686 | |||||||||||||||||||
| Total comprehensive income | 100,131 | ||||||||||||||||||||
| Preferred stock issuance | 197,873 | 197,873 | |||||||||||||||||||
| Preferred stock discount and accretion | 2,127 | (2,127 | ) | — | |||||||||||||||||
| Dividends paid on common stock | (18,847 | ) | (18,847 | ) | |||||||||||||||||
| Dividends paid on preferred stock | (5,361 | ) | (5,361 | ) | |||||||||||||||||
| Preferred stock redemption | (200,000 | ) | (200,000 | ) | |||||||||||||||||
| Compensation expense related to common stock options | 1,327 | 1,327 | |||||||||||||||||||
| Proceeds from exercise of common stock options | 13 | 145 | 158 | ||||||||||||||||||
| Proceeds from issuance of common stock | 24,150 | 309,027 | 333,177 | ||||||||||||||||||
| Tax benefit related to exercise of stock options | 22 | 22 | |||||||||||||||||||
| Restricted stock | 64 | 799 | 863 | ||||||||||||||||||
| Issuance of Warrants | 2,127 | �� | 2,127 | ||||||||||||||||||
| Proceeds from Employee Stock Ownership Plan | 76 | 1,265 | 1,341 | ||||||||||||||||||
| Treasury stock | — | ||||||||||||||||||||
| Balance at September 30, 2009 | $ | 129,320 | $ | — | $ | 1,574,555 | $ | 196,164 | $ | 54,431 | $ | (208,985 | ) | $ | 1,745,485 | ||||||
| Comprehensive income: | |||||||||||||||||||||
| Net income | 118,653 | 118,653 | |||||||||||||||||||
| Other comprehensive income, net of tax of $2,614: | |||||||||||||||||||||
| Unrealized gains on securities | (19,203 | ) | (19,203 | ) | |||||||||||||||||
| Reclassification adjustment | 14,454 | 14,454 | |||||||||||||||||||
| Total comprehensive income | 113,904 | ||||||||||||||||||||
| Dividends paid on common stock | (22,450 | ) | (22,450 | ) | |||||||||||||||||
| Compensation expense related to common stock options | 1,213 | 1,213 | |||||||||||||||||||
| Proceeds from exercise of common stock options | 145 | 1,614 | 1,759 | ||||||||||||||||||
| Tax benefit related to exercise of stock options | 181 | 181 | |||||||||||||||||||
| Restricted stock | 91 | 964 | 1,055 | ||||||||||||||||||
| Treasury stock | — | ||||||||||||||||||||
| Balance at September 30, 2010 | $ | 129,556 | $ | — | $ | 1,578,527 | $ | 292,367 | $ | 49,682 | $ | (208,985 | ) | $ | 1,841,147 | ||||||
| Comprehensive income: | |||||||||||||||||||||
| Net income | 111,141 | 111,141 | |||||||||||||||||||
| Other comprehensive income,net of tax of $19,873: | |||||||||||||||||||||
| Unrealized gains on securities | 30,852 | 30,852 | |||||||||||||||||||
| Reclassification adjustment | 5,255 | 5,255 | |||||||||||||||||||
| Total comprehensive income | 147,248 | ||||||||||||||||||||
| Dividends paid on common stock | (26,796 | ) | (26,796 | ) | |||||||||||||||||
| Compensation expense related to common stock options | 1,087 | 1,087 | |||||||||||||||||||
| Proceeds from exercise of common stock options | 104 | 1,527 | 1,631 | ||||||||||||||||||
| Tax benefit related to exercise of stock options | 55 | 55 | |||||||||||||||||||
| Restricted stock | 194 | 1,647 | 1,841 | ||||||||||||||||||
| Treasury stock | (59,680 | ) | (59,680 | ) | |||||||||||||||||
| Balance at September 30, 2011 | $ | 129,854 | $ | — | $ | 1,582,843 | $ | 376,712 | $ | 85,789 | $ | (268,665 | ) | $ | 1,906,533 | ||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year ended September 30, | 2011 | 2010 | 2009 | ||||||||
| (In thousands) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | 111,141 | $ | 118,653 | $ | 48,172 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Amortization (accretion) of fees, discounts, premiums and intangible assets, net | 20,663 | 21,624 | 4,813 | ||||||||
| Cash received from FDIC under loss share | 32,828 | 92,551 | — | ||||||||
| Depreciation | 6,667 | 5,766 | 5,153 | ||||||||
| Stock option compensation expense | 1,087 | 1,213 | 1,327 | ||||||||
| Provision for loan losses | 93,104 | 179,909 | 193,000 | ||||||||
| Loss on investment securities and real estate held for sale, net | 23,315 | 58,066 | 15,101 | ||||||||
| Gain on FDIC-assisted transaction | — | (85,608 | ) | — | |||||||
| Decrease (increase) in accrued interest receivable | (3,312 | ) | 7,999 | 1,077 | |||||||
| Increase in FDIC loss share receivable | (7,707 | ) | — | — | |||||||
| Decrease in income taxes payable | (11,351 | ) | (23,408 | ) | (45,831 | ) | |||||
| FHLB stock dividends | (7 | ) | (6 | ) | (15 | ) | |||||
| Decrease (increase) in other assets | 18,844 | (51,635 | ) | (16,156 | ) | ||||||
| Decrease in accrued expenses and other liabilities | (23,575 | ) | (74,243 | ) | (22,399 | ) | |||||
| Net cash provided by operating activities | 261,697 | 250,881 | 184,242 | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Net principal collections (loan originations) | 400,054 | 281,826 | 71,509 | ||||||||
| FHLB stock redeemed | — | — | 394 | ||||||||
| Available-for-sale securities purchased | (1,585,945 | ) | (1,774,343 | ) | (1,175,321 | ) | |||||
| Principal payments and maturities of available-for-sale securities | 727,379 | 1,052,545 | 513,218 | ||||||||
| Available-for-sale securities sold | 131,361 | 496,024 | 18,453 | ||||||||
| Principal payments and maturities of held-to-maturity securities | 33,874 | 23,128 | 21,691 | ||||||||
| Net cash received from acquisition | — | 111,684 | — | ||||||||
| Proceeds from sales of real estate held for sale | 110,400 | 129,447 | 98,822 | ||||||||
| Covered REO purchased | 29,383 | — | — | ||||||||
| Premises and equipment purchased | (10,539 | ) | (13,027 | ) | (5,273 | ) | |||||
| Net cash provided (used) by investing activities | (164,033 | ) | 307,284 | (456,507 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Net increase (decrease) in customer accounts | (186,637 | ) | 190,702 | 672,771 | |||||||
| Net decrease in short-term borrowings | — | — | (377,000 | ) | |||||||
| Proceeds from long-term borrowings | 200,000 | 200,000 | 100,000 | ||||||||
| Repayments of long-term borrowings | (100,000 | ) | (539,034 | ) | (19,378 | ) | |||||
| Proceeds from exercise of common stock options and related tax benefit | 1,686 | 1,940 | 180 | ||||||||
| Dividends paid on common stock | (25,697 | ) | (22,450 | ) | (18,847 | ) | |||||
| Dividends paid on preferred stock | — | — | (5,361 | ) | |||||||
| Net proceeds from follow on stock offering | — | — | 333,177 | ||||||||
| Proceeds from issuance of preferred stock and warrants | — | — | 200,000 | ||||||||
| Redemption of preferred stock | — | — | (200,000 | ) | |||||||
| Proceeds from Employee Stock Ownership Plan | — | — | 1,341 | ||||||||
| Treasury stock purchased, net | (59,680 | ) | — | — | |||||||
| Decrease in advance payments by borrowers for taxes and insurance | 44 | 911 | 1,170 | ||||||||
| Net cash provided (used) by financing activities | (170,284 | ) | (167,931 | ) | 688,053 | ||||||
| Increase (decrease) in cash and cash equivalents | (72,620 | ) | 390,234 | 415,788 | |||||||
| Cash and cash equivalents at beginning of period | 888,622 | 498,388 | 82,600 | ||||||||
| Cash and cash equivalents at end of period | $ | 816,002 | $ | 888,622 | $ | 498,388 | |||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
23
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
| Year ended September 30, | 2011 | 2010 | 2009 | ||||||||
| (In thousands) | |||||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||||||||
| Non-cash investing activities | |||||||||||
| Non-covered real estate acquired through foreclosure | $ | 112,693 | $ | 222,057 | $ | 254,742 | |||||
| Covered real estate acquired through foreclosure | 54,638 | 34,536 | — | ||||||||
| Cash paid during the period for | |||||||||||
| Interest | 228,444 | 269,478 | 325,157 | ||||||||
| Income taxes | 73,798 | 27,503 | 77,761 | ||||||||
| The following summarizes the non-cash activities related to acquisitions | |||||||||||
| Fair value of assets and intangibles acquired, including goodwill | — | 1,091,629 | — | ||||||||
| Fair value of liabilities assumed | — | (1,047,981 | ) | — | |||||||
| Net fair value of assets (liabilities) | $ | — | $ | 43,648 | $ | — | |||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
24
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE A Summary of Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation. The consolidated financial statements include the accounts of Washington Federal, Inc. (Company or Washington Federal) and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.
Description of business. Washington Federal is a unitary thrift holding company. The Company's principal operating subsidiary is Washington Federal (Bank). The Bank is principally engaged in the business of attracting deposits from the general public and investing these funds, together with borrowings and other funds, in one-to-four family residential real estate loans, multi-family real estate loans and commercial loans. The Bank conducts its activities through a network of 160 offices located in Washington, Oregon, Idaho, Utah, Arizona, Nevada, New Mexico, and Texas.
The Company's fiscal year end is September 30th. All references to 2011, 2010 and 2009 represent balances as of September 30, 2011, September 30, 2010 and September 30, 2009, or activity for the fiscal years then ended. References to net income in this document refer to net income available to common shareholders.
Effective January 8, 2010, the Bank acquired certain assets and liabilities, including most of the loans and deposits, of Horizon Bank, headquartered in Bellingham, Washington (“Horizon”) from the Federal Deposit Insurance Corporation (“FDIC”), as receiver for Horizon (the “Acquisition”).
The Bank acquired certain assets with a book value of $1.19 billion, including $968 million in loans and $32 million in foreclosed real estate, and selected liabilities with a book value of $1.03 billion, including $820 million in deposits.
The loans and foreclosed real estate purchased are covered by two loss share agreements between the FDIC and the Bank (one for single family loans and the other for all other loans and foreclosed real estate), which affords the Bank significant loss protection. Under the loss share agreements, the FDIC will cover 80% of covered loan and foreclosed real estate losses up to $536 million and 95% of losses in excess of that amount. The term for loss sharing on residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years with respect to losses and eight years with respect to loss recoveries. The losses reimbursable by the FDIC are based on the book value of the relevant loan as determined by the FDIC at the date of the transaction. New loans made after that date are not covered by the loss share agreements. To account for the transaction, the balance sheet now has three new line items, as follows:
“Covered loans” represents the loans acquired from Horizon recorded at their estimated fair market value.
“Covered real estate held for sale” represents the estimated fair market value of the repossessed real estate acquired in the transaction. The covered loans and covered real estate held for sale are collectively referred to as “covered assets”.
The “FDIC indemnification asset” represents the estimated fair value of the guarantee provided by the FDIC on the covered assets.
Loans that were classified as non-performing loans by Horizon are no longer classified as non-performing because, at acquisition, the carrying value of these loans was adjusted to reflect fair value and are covered under the FDIC loss sharing agreements. Management believes that the new book value reflects an amount that will ultimately be collected.
Effective October 14, 2011, subsequent to the end of the fiscal year, the Company acquired six branch locations, four in Albuquerque, New Mexico, and two in Santa Fe, New Mexico, from Charter Bank. $254,821,000 of deposits were acquired for a premium of $1,061,000.
Cash and cash equivalents. Cash and cash equivalents include cash on hand, amounts due from banks, overnight investments and repurchase agreements with an initial maturity of three months or less.
Investments and mortgage-backed securities. The Company accounts for investments and mortgage-backed securities in two categories: held-to-maturity and available-for-sale.
Held-to-maturity securities - Securities classified as held-to-maturity are accounted for at amortized cost, but the Company
25
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
must have both the positive intent and the ability to hold those securities to maturity. There are very limited circumstances under which securities in the held-to-maturity category can be sold without jeopardizing the cost basis of accounting for the remainder of the securities in this category.
Available-for-sale securities - Securities not classified as held-to-maturity are considered to be available-for-sale. Gains and losses realized on the sale of these securities are accounted for based on the specific identification method. Unrealized gains and losses for available-for-sale securities are excluded from earnings and reported as a net amount in the accumulated other comprehensive income component of stockholders' equity.
Management evaluates debt and equity securities for other than temporary impairment on a quarterly basis based on the securities' current credit quality, interest rates, term to maturity and management's intent and ability to hold the securities until the net book value is recovered. Any other than temporary declines in fair value are recognized in the statements of operations.
Premiums and discounts on investments are deferred and recognized over the life of the asset, using the effective interest method.
Realized gains and losses on securities sold as well as other than temporary impairment charges, are shown on the Consolidated Statements of Operations under the Other Income (Loss) heading.
Loans receivable - When a borrower fails to make a required payment on a loan, the Company attempts to cure the deficiency by contacting the borrower. Contact is made after a payment is 30 days past its grace period. In most cases, deficiencies are cured promptly. If the delinquency is not cured within 90 days, the Company may institute appropriate action to foreclose on the property. If foreclosed, the property is sold at a public sale and may be purchased by the Company.
The Company will consider modifying the interest rates and terms of a loan if it determines that a modification is a better alternative to foreclosure.
Loans are placed on nonaccrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. The Company does not accrue interest on loans 90 days or more past due. If payment is made on a loan so that the loan becomes less than 90 days past due, and the Company expects full collection of principal and interest, the loan is returned to full accrual status. Any interest ultimately collected is credited to income in the period of recovery. A loan is charged-off when the loss is estimable and it is confirmed that the borrower will not be able to meet contractual obligations.
The Company maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based on ongoing, quarterly assessments of the probable and estimable losses inherent in the loan portfolio. The Company's methodology for assessing the appropriateness of the allowance consists of two components, which include the general allowance and specific allowances.
The general loan loss allowance is established by applying a loss percentage factor to the different loan types. Management believes loan types are the most relevant factor to group loans for the allowance calculation as the risk characteristics in these groups are similar. The loss percentage factor is made up of two parts - the historical loss factor (“HLF”) and the qualitative loss factor (“QLF”). The HLF takes into account historical charge-offs, while the QLF is determined by loan type and allows management to augment reserve levels to reflect the current environment and portfolio performance trends including recent charge-off trends. Allowances are provided based on management's continuing evaluation of the pertinent factors underlying the quality of the loan portfolio, including changes in the size and composition of the loan portfolio, actual loan loss experience, current economic conditions, collateral values, geographic concentrations, seasoning of the loan portfolio, specific industry conditions, and the duration of the current business cycle. The recovery of the carrying value of loans is susceptible to future market conditions beyond the Company's control, which may result in losses or recoveries differing from those provided.
Specific allowances are established for loans which are individually evaluated, in cases where management has identified significant conditions or circumstances related to a loan that management believes indicate the probability that a loss has been incurred.
Impaired loans consist of loans receivable that are not expected to have their principal and interest repaid in accordance with
26
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
their contractual terms. Collateral dependent impaired loans are measured using the fair value of the collateral, less selling costs. Non-collateral dependent loans are measured at the present value of expected future cash flows.
The Company receives fees for originating loans in addition to various fees and charges related to existing loans, which may include prepayment charges, late charges and assumption fees. Deferred loan fees and costs are recognized over the life of the loans using the effective interest method.
Covered loans. Covered loans are the loans acquired from Horizon in 2010 recorded at their estimated fair market value. Loans that were classified as non-performing loans by Horizon are no longer classified as non-performing because, at acquisition, the carrying value of these loans was adjusted to reflect fair value and are covered under the FDIC loss sharing agreements. Management believes that the new book value reflects an amount that will ultimately be collected.
Covered real estate held for sale. Covered real estate held for sale represents the foreclosed properties that were originally Horizon loans. Covered real estate held for sale is carried at the estimated fair market value of the repossessed real estate. The covered loans and covered real estate held for sale are collectively referred to as “covered assets”.
FDIC indemnification asset. FDIC indemnification asset is the receivable recorded from due to guarantee provided by the FDIC on the covered assets.
Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Expenditures are capitalized for betterments and major renewals. Charges for ordinary maintenance and repairs are expensed to operations as incurred.
Real estate held for sale. Properties acquired in settlement of loans or acquired for development are recorded at the lower of cost or fair value less selling costs. Subsequent declines in valuation are recorded as additional expense in gain (loss) on real estate acquired through foreclosure line item.
Intangible assets. Goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired. The core deposit intangibles and non-compete agreement intangible are acquired assets that lack physical substance but can be distinguished from goodwill. Goodwill is evaluated for impairment on an annual basis. Other intangible assets are amortized over their estimated lives and are subject to impairment testing when events or circumstances change. If circumstances indicate that the carrying value of the assets may not be recoverable, an impairment charge could be recorded. No impairment of intangible assets has ever been identified. The Company amortizes the two core deposit intangibles on a straight line basis over their estimated lives of 7 and 8 years; the non-compete agreement intangible, which was fully amortized as of September 30, 2010, was amortized on a straight-line basis over its life of five years.
The balance of the Company's intangible assets was as follows, which includes the additional goodwill discussed above:
| Goodwill | Servicing Rights Intangible | Core Deposit Intangible | Total | ||||||||||||
| (In thousands) | |||||||||||||||
| Balance at September 30, 2009 | $ | 251,653 | $ | 2,469 | $ | 2,675 | $ | 256,797 | |||||||
| Additions | — | — | 3,064 | 3,064 | |||||||||||
| Amortization | — | (694 | ) | (1,449 | ) | (2,143 | ) | ||||||||
| Balance at September 30, 2010 | 251,653 | 1,775 | 4,290 | 257,718 | |||||||||||
| Additions | — | — | — | — | |||||||||||
| Amortization | — | (529 | ) | (918 | ) | (1,447 | ) | ||||||||
| Balance at September 30, 2011 | $ | 251,653 | $ | 1,246 | $ | 3,372 | $ | 256,271 | |||||||
The table below presents the estimated core deposit intangible asset amortization expense for the next five years:
27
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
| Year End | Expense (in thousands) | |||
| 2012 | $ | 918 | ||
| 2013 | 918 | |||
| 2014 | 918 | |||
| 2015 | 618 | |||
| 2016 | — | |||
Deferred fees and discounts on loans. Loan discounts and loan fees are deferred and recognized over the life of the loans using the effective interest method.
Accounting for stock-based compensation. The Company records an expense for the estimated fair value of equity awards over the vesting period. See Note L for additional information. Stock options that were not dilutive but were outstanding as of September 30, 2011, 2010 and 2009 were 2,190,123, 1,941,633 and 2,401,764, respectively.
Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates reported in the financial statements include the allowance for loan losses, intangible assets, deferred taxes and contingent liabilities. Actual results could differ from these estimates.
New accounting pronouncements. In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment. This ASU simplifies how entities, both public and nonpublic, test goodwill for impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Previous guidance under Topic 350 required an entity to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The Company does not anticipate ASU and the guidance will have a material impact on the Company's financial condition and results of operations.
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220) - Presentation of Comprehensive Income. ASU 2011-05 attempts to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The effective date of ASU 2011-05 will be the first interim or fiscal period beginning after December 15, 2011 and should be applied retrospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is permitted. The Company is evaluating the impact this ASU will have on its financial condition and results of operations.
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 developed common requirements between U.S. GAAP and IFRSs for measuring fair value and for disclosing information about fair value measurements. The effective date of ASU 2011-04 will be during interim or annual period beginning after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company is evaluating the impact this ASU will have on its financial condition and results of operations.
In April 2011, the FASB issued ASU No. 2011-03, Transfers and Servicing (Topic 860) - Reconsideration of Effective Control for Repurchase Agreements. This ASU removes from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of
28
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. Other criteria applicable to the assessment of effective control are not changed by the amendments in this ASU. The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company intends to comply with this new guidance.
In April 2011, the FASB issued ASU 2011-02, Receivables (Topic 310) - A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The amendments in this ASU clarify the guidance on a creditor's evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. This guidance will be effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption (i.e., October 1, 2010, for the Company). As a result of this guidance, receivables previously measured under loss contingency guidance that are newly considered impaired should be disclosed, along with the related allowance for credit losses, as of the end of the period of adoption. The adoption of this guidance resulted in $7.6 million of loan modifications being classified as troubled debt restructurings that previously would not have been so classified. The incremental impact on the allowance for loan losses was not significant.
In December 2010, the FASB issued ASU 2010-28, Intangibles - Goodwill and Other (Topic 350) - When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. The amendments in this ASU affect all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. As the Company has only one reporting unit with a carrying amount greater than zero, this ASU has no impact on the financial statements.
In December 2010, the FASB issued ASU 2010-29, Business Combinations (Topic 805) - Disclosure of Supplementary Pro Forma Information for Business Combinations. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This ASU also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This guidance will be effective for any business combinations entered into by the Company for which the acquisition date is after October 1, 2011.
Business segments. As the Company manages its business and operations on a consolidated basis, management has determined that there is one reportable business segment.
Reclassifications. Certain reclassifications have been made to the financial statements for years prior to September 30, 2011 to conform to current year classifications.
29
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE B INVESTMENT SECURITIES
| September 30, | 2011 | |||||||||||||||||
Amortized Cost | Gross Unrealized | Fair Value | Yield | |||||||||||||||
| Gains | Losses | |||||||||||||||||
| (In thousands) | ||||||||||||||||||
| Available-for-sale securities | ||||||||||||||||||
| U.S. government and agency securities due | ||||||||||||||||||
| Within 1 year | $ | 500 | $ | 34 | $ | — | $ | 534 | 4.00 | % | ||||||||
| 1 to 5 years | — | — | — | — | — | |||||||||||||
| 5 to 10 years | 9,300 | 4,547 | — | 13,847 | 10.38 | % | ||||||||||||
| Over 10 years | 175,515 | 631 | — | 176,146 | 2.57 | % | ||||||||||||
| Corporate bonds due | ||||||||||||||||||
| 5 to 10 years | 30,000 | 284 | (325 | ) | 29,959 | 4.00 | % | |||||||||||
| Municipal bonds due | ||||||||||||||||||
| Over 10 years | 20,461 | 3,107 | — | 23,568 | 6.45 | % | ||||||||||||
| Mortgage-backed securities | ||||||||||||||||||
| Agency pass-through certificates | 2,883,734 | 127,356 | — | 3,011,090 | 4.72 | % | ||||||||||||
| 3,119,510 | 135,959 | (325 | ) | 3,255,144 | 4.62 | % | ||||||||||||
| Held-to-maturity securities | ||||||||||||||||||
| Tax-exempt municipal bonds due | ||||||||||||||||||
| 1 to 5 years | 405 | 5 | — | 410 | 6.52 | % | ||||||||||||
| 5 to 10 years | 1,545 | 68 | — | 1,613 | 5.60 | % | ||||||||||||
| Over 10 years | — | — | — | — | — | % | ||||||||||||
| U.S. government and agency securities due | ||||||||||||||||||
| 1 to 5 years | — | — | — | — | — | % | ||||||||||||
| Mortgage-backed securities | ||||||||||||||||||
| Agency pass-through certificates | 45,086 | 3,507 | — | 48,593 | 5.31 | % | ||||||||||||
| 47,036 | 3,580 | — | 50,616 | 5.33 | % | |||||||||||||
| $ | 3,166,546 | $ | 139,539 | $ | (325 | ) | $ | 3,305,760 | 4.63 | % | ||||||||
30
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
| September 30, | 2010 | |||||||||||||||||
Amortized Cost | Gross Unrealized | Fair Value | Yield | |||||||||||||||
| Gains | Losses | |||||||||||||||||
| (In thousands) | ||||||||||||||||||
| Available-for-sale securities | ||||||||||||||||||
| U.S. government and agency securities due | ||||||||||||||||||
| Within 1 year | $ | 500 | $ | 26 | $ | — | $ | 526 | 4.00 | % | ||||||||
| 1 to 5 years | 25,000 | 180 | — | 25,180 | 3.25 | % | ||||||||||||
| 5 to 10 years | 158,915 | 5,344 | (105 | ) | 164,154 | 3.59 | % | |||||||||||
| Over 10 years | 150,000 | 1,161 | (15 | ) | 151,146 | 3.50 | % | |||||||||||
| Corporate bonds due | ||||||||||||||||||
| 5 to 10 years | 10,000 | — | — | 10,000 | 6.00 | % | ||||||||||||
| Mortgage-backed securities | ||||||||||||||||||
| Agency pass-through certificates | 2,058,130 | 72,853 | (896 | ) | 2,130,087 | 5.26 | % | |||||||||||
| 2,402,545 | 79,564 | (1,016 | ) | 2,481,093 | 5.02 | % | ||||||||||||
| Held-to-maturity securities | ||||||||||||||||||
| Tax-exempt municipal bonds due | ||||||||||||||||||
| 1 to 5 years | 1,105 | 65 | — | 1,170 | 6.11 | % | ||||||||||||
| 5 to 10 years | 1,940 | 115 | — | 2,055 | 5.67 | % | ||||||||||||
| Over 10 years | 4,010 | 34 | — | 4,044 | 5.60 | % | ||||||||||||
| U.S. government and agency securities due | ||||||||||||||||||
| 1 to 5 years | — | — | — | — | — | % | ||||||||||||
| Mortgage-backed securities | ||||||||||||||||||
| Agency pass-through certificates | 73,052 | 4,579 | — | 77,631 | 5.59 | % | ||||||||||||
| 80,107 | 4,793 | — | 84,900 | 5.60 | % | |||||||||||||
| $ | 2,482,652 | $ | 84,357 | $ | (1,016 | ) | $ | 2,565,993 | 5.04 | % | ||||||||
$131,361,000 of available-for-sale securities were sold in 2011, resulting in a gain of $8,147,000. $496,024,000 of available-for-sale securities were sold in 2010, resulting in a net gain of $22,409,000. $18,453,000 of available-for-sale securities were sold in 2009, resulting in a net gain of $1,063,000.
Substantially all mortgage-backed securities have contractual due dates that exceed ten years.
The following table shows the unrealized gross losses and fair value of securities at September 30, 2011, by length of time that individual securities in each category have been in a continuous loss position. The Company had no securities in a continuous loss position for 12 or more months at September 30, 2011, which consisted of mortgage-backed securities. Management believes that the declines in fair value of these investments are not an other than temporary impairment.
31
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
| As of September 30, | 2011 | |||||||||||||||||
| Less than 12 months | 12 months or more | Total | ||||||||||||||||
Unrealized Gross Losses | Fair Value | Unrealized Gross Losses | Fair Value | Unrealized Gross Losses | Fair Value | |||||||||||||
| (In thousands) | ||||||||||||||||||
| U.S. agency securities | $ | (325 | ) | $ | 9,675 | $ | — | $ | — | $ | (325 | ) | $ | 9,675 | ||||
| Agency pass-through certificates | — | — | — | — | — | — | ||||||||||||
| $ | (325 | ) | $ | 9,675 | $ | — | $ | — | $ | (325 | ) | $ | 9,675 | |||||
NOTE C Loans Receivable (excluding Covered Loans)
| September 30, | 2011 | 2010 | |||||||||
| $ | % | $ | % | ||||||||
| (In thousands) | (In thousands) | ||||||||||
| Single-family residential | $ | 6,218,878 | 74.9 | % | 6,551,837 | 74.8 | % | ||||
| Construction - speculative | 140,459 | 1.7 | 169,712 | 1.9 | |||||||
| Construction - custom | 279,851 | 3.4 | 256,384 | 2.9 | |||||||
| Land - acquisition & development | 200,692 | 2.4 | 307,230 | 3.5 | |||||||
| Land - consumer lot loans | 163,146 | 2.0 | 186,840 | 2.1 | |||||||
| Multi-family | 700,673 | 8.4 | 697,351 | 7.9 | |||||||
| Commercial real estate | 303,442 | 3.7 | 315,915 | 3.6 | |||||||
| Commercial & industrial | 109,332 | 1.3 | 83,070 | 0.9 | |||||||
| HELOC | 115,092 | 1.4 | 116,143 | 1.3 | |||||||
| Consumer | 67,509 | 0.8 | 92,624 | 1.1 | |||||||
| 8,299,074 | 100.0 | % | 8,777,106 | 100.0 | % | ||||||
| Less: | |||||||||||
| Allowance for loan losses | 157,160 | 163,094 | |||||||||
| Loans in process | 170,229 | 154,171 | |||||||||
| Deferred net origination fees | 35,808 | 36,138 | |||||||||
| 363,197 | 353,403 | ||||||||||
| $ | 7,935,877 | $ | 8,423,703 | ||||||||
32
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
The Company originates fixed and adjustable interest rate loans, which at September 30, 2011 consisted of the following:
| Fixed-Rate | Adjustable-Rate | |||||||
| Term To Maturity | Book Value | Term To Rate Adjustment | Book Value | |||||
| (In thousands) | (In thousands) | |||||||
| Within 1 year | $ | 336,641 | Less than 1 year | $ | 289,814 | |||
| 1 to 3 years | 199,620 | 1 to 3 years | 197,107 | |||||
| 3 to 5 years | 168,798 | 3 to 5 years | 43,515 | |||||
| 5 to 10 years | 626,142 | 5 to 10 years | 158,636 | |||||
| 10 to 20 years | 616,212 | 10 to 20 years | 26,972 | |||||
| Over 20 years | 5,493,260 | Over 20 years | 142,357 | |||||
| $ | 7,440,673 | $ | 858,401 | |||||
At September 30, 2011 and 2010, approximately $67,542,000 and $79,871,000 of fixed-rate loan origination commitments were outstanding, respectively. Loans serviced for others at September 30, 2011 and 2010 were approximately $102,775,000 and $130,874,000, respectively.
Gross loans by geographic concentration were as follows:
| September 30, 2011 | Single - family residential | Multi- family | Land - A & D | Land - lot loans | Construction - custom | Construction - speculative | Commercial real estate | Commercial and industrial | Consumer | HELOC | Total | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||
| Washington | $ | 2,720,997 | $ | 220,819 | $ | 114,852 | $ | 80,332 | $ | 168,463 | $ | 89,983 | $ | 238,446 | $ | 101,278 | $ | 65,140 | $ | 74,049 | $ | 3,874,359 | |||||||||||
| Oregon | 1,003,289 | 299,839 | 17,013 | 33,152 | 45,784 | 18,441 | 13,744 | — | — | 7,484 | 1,438,746 | ||||||||||||||||||||||
| Other | 419,202 | 7,343 | — | — | — | — | — | 745 | — | — | 427,290 | ||||||||||||||||||||||
| Idaho | 465,420 | 31,417 | 8,457 | 16,251 | 9,421 | 10,886 | 882 | — | — | 5,423 | 548,157 | ||||||||||||||||||||||
| Arizona | 633,860 | 59,993 | 19,463 | 14,090 | 18,687 | 4,720 | — | 219 | — | 6,559 | 757,591 | ||||||||||||||||||||||
| Utah | 502,585 | 59,445 | 14,656 | 11,576 | 26,803 | 4,305 | 496 | 118 | — | 6,001 | 625,985 | ||||||||||||||||||||||
| New Mexico | 182,375 | 14,284 | 22,909 | 5,178 | 3,135 | 9,345 | 49,399 | 6,972 | 2,369 | 15,438 | 311,404 | ||||||||||||||||||||||
| Texas | 151,178 | 2,835 | 3,342 | 998 | 6,373 | 2,000 | 475 | — | — | — | 167,201 | ||||||||||||||||||||||
| Nevada | 139,972 | 4,698 | — | 1,569 | 1,185 | 779 | — | — | — | 138 | 148,341 | ||||||||||||||||||||||
| $ | 6,218,878 | $ | 700,673 | $ | 200,692 | $ | 163,146 | $ | 279,851 | $ | 140,459 | $ | 303,442 | $ | 109,332 | $ | 67,509 | $ | 115,092 | $ | 8,299,074 | ||||||||||||
PERCENTAGE BY GEOGRAPHIC AREA | ||||||||||||||||||||||
| September 30, 2011 | Single - family residential | Multi- family | Land - A & D | Land - lot loans | Construction - custom | Construction - speculative | Commercial real estate | Commercial and industrial | Consumer | HELOC | Total | |||||||||||
| As % of total gross loans | ||||||||||||||||||||||
| Washington | 32.6 | % | 2.7 | % | 1.4 | % | 1.0 | % | 2.0 | % | 1.1 | % | 2.9 | % | 1.2 | % | 0.8 | % | 0.9 | % | 46.6 | % |
| Oregon | 12.1 | 3.6 | 0.2 | 0.4 | 0.6 | 0.2 | 0.2 | — | — | 0.1 | 17.4 | |||||||||||
| Other | 5.1 | 0.1 | — | — | — | — | — | — | — | — | 5.2 | |||||||||||
| Idaho | 5.6 | 0.4 | 0.1 | 0.2 | 0.1 | 0.1 | — | — | — | 0.1 | 6.6 | |||||||||||
| Arizona | 7.6 | 0.7 | 0.2 | 0.2 | 0.2 | 0.1 | — | — | — | 0.1 | 9.1 | |||||||||||
| Utah | 6.1 | 0.7 | 0.2 | 0.1 | 0.3 | 0.1 | — | — | — | 0.1 | 7.6 | |||||||||||
| New Mexico | 2.2 | 0.2 | 0.3 | 0.1 | — | 0.1 | 0.6 | 0.1 | — | 0.2 | 3.8 | |||||||||||
| Texas | 1.8 | — | — | — | 0.1 | — | — | — | — | — | 1.9 | |||||||||||
| Nevada | 1.7 | 0.1 | — | — | — | — | — | — | — | — | 1.8 | |||||||||||
| 74.8 | % | 8.5 | % | 2.4 | % | 2.0 | % | 3.3 | % | 1.7 | % | 3.7 | % | 1.3 | % | 0.8 | % | 1.5 | % | 100.0 | % | |
33
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
PERCENTAGE BY GEOGRAPHIC AREA AS A % OF EACH LOAN TYPE | ||||||||||||||||||||
| September 30, 2011 | Single - family residential | Multi- family | Land - A & D | Land - lot loans | Construction - custom | Construction - speculative | Commercial real estate | Commercial and industrial | Consumer | HELOC | ||||||||||
| As % of total gross loans | ||||||||||||||||||||
| Washington | 43.8 | % | 31.5 | % | 57.2 | % | 49.2 | % | 60.1 | % | 63.9 | % | 78.5 | % | 92.6 | % | 96.5 | % | 64.4 | % |
| Oregon | 16.1 | 42.8 | 8.5 | 20.3 | 16.4 | 13.1 | 4.5 | — | — | 6.5 | ||||||||||
| Other | 6.7 | 1.0 | — | — | — | — | — | 0.7 | — | — | ||||||||||
| Idaho | 7.5 | 4.5 | 4.2 | 10.0 | 3.4 | 7.8 | 0.3 | — | — | 4.7 | ||||||||||
| Arizona | 10.2 | 8.6 | 9.7 | 8.6 | 6.7 | 3.4 | — | 0.2 | — | 5.7 | ||||||||||
| Utah | 8.1 | 8.5 | 7.3 | 7.1 | 9.6 | 3.1 | 0.2 | 0.1 | — | 5.2 | ||||||||||
| New Mexico | 2.9 | 2.0 | 11.4 | 3.2 | 1.1 | 6.7 | 16.3 | 6.4 | 3.5 | 13.4 | ||||||||||
| Texas | 2.4 | 0.4 | 1.7 | 0.6 | 2.3 | 1.4 | 0.2 | — | — | — | ||||||||||
| Nevada | 2.3 | 0.7 | — | 1.0 | 0.4 | 0.6 | — | — | — | 0.1 | ||||||||||
| 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |
The following table provides additional information on impaired loans, loan commitments and loans serviced for others:
| September 30, 2011 | September 30, 2010 | ||||||
| (in thousands) | |||||||
| Recorded investment in impaired loans | $ | 476,822 | $ | 489,826 | |||
| Impaired loans with allocated reserves | 123,862 | 202,120 | |||||
| Reserves on impaired loans | 41,912 | 65,002 | |||||
| Average balance of impaired loans | 486,665 | 528,371 | |||||
| Interest income from impaired loans | 28,081 | 31,279 | |||||
| Outstanding fixed-rate origination commitments | 67,542 | 79,871 | |||||
| Loans serviced for others | 102,775 | 130,874 | |||||
The following table sets forth information regarding non-accrual loans held by the Company as of the dates indicated:
| September 30, 2011 | September 30, 2010 | ||||||||||||
| (In thousands) | |||||||||||||
| Non-accrual loans: | |||||||||||||
| Single-family residential | $ | 126,624 | 60.3 | % | $ | 123,624 | 50.3 | % | |||||
| Construction - speculative | 15,383 | 7.3 | 39,915 | 16.3 | |||||||||
| Construction - custom | 635 | 0.3 | — | — | |||||||||
| Land - acquisition & development | 37,339 | 17.7 | 64,883 | 26.4 | |||||||||
| Land - consumer lot loans | 8,843 | 4.2 | — | — | |||||||||
| Multi-family | 7,664 | 3.6 | 4,931 | 2.0 | |||||||||
| Commercial real estate | 11,380 | 5.4 | 10,831 | 4.4 | |||||||||
| Commercial & industrial | 1,679 | 0.8 | 371 | 0.2 | |||||||||
| HELOC | 481 | 0.2 | — | — | |||||||||
| Consumer | 437 | 0.2 | 977 | 0.4 | |||||||||
| Total non-accrual loans | $ | 210,465 | 100 | % | $ | 245,532 | 100 | % | |||||
34
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
The following table provides an analysis of the age of loans in past due status as of September 30, 2011 :
| Loans | Days Delinquent Based on $ Amount of Loans | % Delinquent | |||||||||||||||||||
| Type of Loans | net of LIP | Current | 30 | 60 | 90 | Total | |||||||||||||||
| (In thousands) | |||||||||||||||||||||
| Single-Family Residential | $ | 6,217,670 | 6,015,464 | 54,140 | 21,985 | 126,082 | 202,207 | 3.25 | % | ||||||||||||
| Construction - Speculative | 115,409 | 106,843 | 330 | — | 8,236 | 8,566 | 7.42 | % | |||||||||||||
| Construction - Custom | 147,764 | 147,129 | — | — | 635 | 635 | 0.43 | % | |||||||||||||
| Land - Acquisition & Development | 193,613 | 159,357 | 679 | — | 33,577 | 34,256 | 17.69 | % | |||||||||||||
| Land - Consumer Lot Loans | 163,146 | 151,849 | 1,163 | 1,291 | 8,843 | 11,297 | 6.92 | % | |||||||||||||
| Multi-Family | 699,340 | 690,765 | — | 1,202 | 7,373 | 8,575 | 1.23 | % | |||||||||||||
| Commercial Real Estate | 300,307 | 292,015 | 1,016 | — | 7,276 | 8,292 | 2.76 | % | |||||||||||||
| Commercial & Industrial | 108,995 | 106,708 | 55 | 553 | 1,679 | 2,287 | 2.10 | % | |||||||||||||
| HELOC | 115,092 | 114,059 | 452 | 100 | 481 | 1,033 | 0.90 | % | |||||||||||||
| Consumer | 67,509 | 65,434 | 1,191 | 446 | 437 | 2,074 | 3.07 | % | |||||||||||||
| $ | 8,128,845 | 7,849,623 | 59,026 | 25,577 | 194,619 | 279,222 | 3.43 | % | |||||||||||||
Restructured loans are accruing and performing loans where the borrower has proactively approached the Company about modifications due to temporary financial difficulties. Each request is individually evaluated for merit and likelihood of success. As of September 30, 2011 single-family residential loans comprised 82% of restructured loans. The concession for these loans is typically a payment reduction through a rate reduction of from 100 to 200 bps for a specific term, usually six to twelve months. Interest-only payments may also be approved during the modification period. Principal forgiveness is not an available option for restructured loans.
The Bank reserves for restructured loans within its allowance for loan loss methodology by taking into account the following performance indicators: 1) time since modification, 2) current payment status and 3) geographic area.
35
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
The following tables provides information related to loans that were restructured during the fiscal 2011:
| Pre-Modification | Post-Modification | |||||||||
| Number of | Outstanding Recorded | Outstanding Recorded | ||||||||
| Contracts | Investment | Investment | ||||||||
| (In thousands) | ||||||||||
| Troubled Debt Restructurings: | ||||||||||
| Single-family residential | 681 | $ | 177,216 | $ | 177,216 | |||||
| Construction - speculative | 12 | 2,499 | 2,499 | |||||||
| Construction - custom | — | — | — | |||||||
| Land - acquisition & development | 3 | 3,909 | 3,909 | |||||||
| Land - consumer lot loans | 62 | 8,745 | 8,745 | |||||||
| Multi-family | 9 | 10,360 | 10,360 | |||||||
| Commercial real estate | — | — | — | |||||||
| Commercial & industrial | — | — | — | |||||||
| HELOC | 1 | 99 | 99 | |||||||
| Consumer | — | — | — | |||||||
| 768 | $ | 202,828 | $ | 202,828 | ||||||
| Number of | Recorded | |||||
| Contracts | Investment | |||||
| (In thousands) | ||||||
| Troubled Debt Restructurings That Subsequently Defaulted: | ||||||
| Single-family residential | 103 | $ | 27,878 | |||
| Construction - speculative | — | — | ||||
| Construction - custom | — | — | ||||
| Land - acquisition & development | 5 | 779 | ||||
| Land - consumer lot loans | — | — | ||||
| Multi-family | 1 | 983 | ||||
| Commercial real estate | — | — | ||||
| Commercial & industrial | — | — | ||||
| HELOC | — | — | ||||
| Consumer | — | — | ||||
| 109 | $ | 29,640 | ||||
NOTE D Allowance for Losses on Loans
The Company has an asset quality review function that analyzes its loan portfolios and reports the results of the review to the Board of Directors on a quarterly basis. The single-family residential, HELOC and consumer portfolios are evaluated based on their performance as a pool of loans, since no single loan is individually significant or judged by its risk rating, size or potential risk of loss. The construction, land, multi-family, commercial real estate and commercial and industrial loans are risk rated on a loan by loan basis to determine the relative risk inherent in specific borrowers or loans. Based on that risk rating, the loans are assigned a grade and classified as follows:
| • | Pass – the credit does not meet one of the definitions defined below. |
| • | Special mention – A special mention credit is considered to be currently protected from loss but is potentially weak. No |
36
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
loss of principal or interest is foreseen; however, proper supervision and Management attention is required to deter further deterioration in the credit. Assets in this category constitute some undue and unwarranted credit risk but not to the point of justifying a risk rating of substandard. The credit risk may be relatively minor yet constitutes an unwarranted risk in light of the circumstances surrounding a specific asset.
| • | Substandard – A substandard credit is an unacceptable credit. Additionally, repayment in the normal course is in jeopardy due to the existence of one or more well defined weaknesses. In these situations, loss of principal is likely if the weakness is not corrected. A substandard asset is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Assets so classified will have a well defined weakness or weaknesses that jeopardize the liquidation of the debt. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets risk rated substandard. |
| • | Doubtful – A credit classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weakness makes collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The probability of loss is high, but because of certain important and reasonably specific pending factors that may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans. |
| • | Loss – Credits classified loss are considered uncollectible and of such little value that their continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this asset even though partial recovery may be affected in the future. Losses should be taken in the period in which they are identified as uncollectible. Partial charge-off versus full charge-off may be taken if the collateral offers some identifiable protection. |
37
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
The following table summarizes the activity in the allowance for loan losses for the twelve months ended September 30, 2011 and 2010:
| September 30, 2011 | Beginning Allowance | Charge-offs | Recoveries | Provision & Transfers | Ending Allowance | ||||||||||||||
| (In thousands) | |||||||||||||||||||
| Single-family residential | $ | 47,160 | $ | (38,465 | ) | $ | 3,072 | $ | 71,540 | $ | 83,307 | ||||||||
| Construction - speculative | 26,346 | (13,197 | ) | 2,143 | (1,464 | ) | 13,828 | ||||||||||||
| Construction - custom | 770 | (237 | ) | — | 90 | 623 | |||||||||||||
| Land - acquisition & development | 61,637 | (39,797 | ) | 2,271 | 8,608 | 32,719 | |||||||||||||
| Land - consumer lot loans | 4,793 | (4,196 | ) | — | 4,923 | 5,520 | |||||||||||||
| Multi-family | 5,050 | (1,950 | ) | 71 | 4,452 | 7,623 | |||||||||||||
| Commercial real estate | 3,165 | (1,593 | ) | 328 | 2,431 | 4,331 | |||||||||||||
| Commercial & industrial | 6,193 | (4,733 | ) | 1,925 | 1,714 | 5,099 | |||||||||||||
| HELOC | 586 | (939 | ) | 185 | 1,307 | 1,139 | |||||||||||||
| Consumer | 7,394 | (4,602 | ) | 1,429 | (1,250 | ) | 2,971 | ||||||||||||
| $ | 163,094 | $ | (109,709 | ) | $ | 11,424 | $ | 92,351 | $ | 157,160 | |||||||||
| September 30, 2010 | Beginning Allowance | Charge-offs | Recoveries | Provision & Transfers | Ending Allowance | ||||||||||||||
| (In thousands) | |||||||||||||||||||
| Single-family residential | $ | 18,547 | $ | (33,812 | ) | $ | 104 | $ | 62,321 | $ | 47,160 | ||||||||
| Construction - speculative | 21,841 | (28,930 | ) | 523 | 32,912 | 26,346 | |||||||||||||
| Construction - custom | 81 | (359 | ) | 188 | 860 | 770 | |||||||||||||
| Land - acquisition & development | 104,569 | (105,576 | ) | 844 | 61,800 | 61,637 | |||||||||||||
| Land - consumer lot loans | 1,298 | (359 | ) | 11 | 3,843 | 4,793 | |||||||||||||
| Multi-family | 1,878 | (2,010 | ) | — | 5,182 | 5,050 | |||||||||||||
| Commercial real estate | 1,344 | (651 | ) | 3 | 2,469 | 3,165 | |||||||||||||
| Commercial & industrial | 7,327 | (8,902 | ) | 923 | 6,845 | 6,193 | |||||||||||||
| HELOC | 377 | (118 | ) | — | 327 | 586 | |||||||||||||
| Consumer | 9,574 | (6,670 | ) | 1,140 | 3,350 | 7,394 | |||||||||||||
| $ | 166,836 | $ | (187,387 | ) | $ | 3,736 | $ | 179,909 | $ | 163,094 | |||||||||
The Company recorded a $93,104,000 provision for loan losses during the fiscal year ended September 30, 2011, while a $179,909,000 provision was recorded for the year ended September 30, 2010. The provision for loan losses for 2011 was $93,104,000, which was made up of the $92,351,000 shown above plus $753,000 in provision expense related to covered loans. Non-performing assets (“NPAs”) amounted to $370,294,000, or 2.76%, of total assets at September 30, 2011, compared to $434,530,000, or 3.22%, of total assets one year ago. Covered loans are not classified as non-performing loans because, at acquisition, the carrying value of these loans was adjusted to reflect fair value and are covered under FDIC loss sharing agreements. The allowance for credit losses related to the acquired loans results from decreased expectations of future cash flows due to increased credit losses for certain acquired loan pools. Non-accrual loans decreased from 245,532,000 at September 30, 2010, to $210,465,000 at September 30, 2011, a 14.3% decrease. The Company had net charge-offs of $98,285,000 for the twelve months ended September 30, 2011, compared with $183,651,000 of net charge-offs for the same period one year ago. A loan is charged-off when the loss is estimable and it is confirmed that the borrower will not be able to meet its contractual obligations. $115,248,000 of the allowance was calculated under the formulas contained in our general allowance methodology and the remaining $41,912,000 was made up of specific reserves on loans that were deemed to be impaired at September 30, 2011. For the period ending September 30, 2010, $98,092,000 of the allowance was calculated under the formulas contained in our general allowance methodology and the remaining $65,002,000 was made up of specific reserves on loans that were deemed to be impaired. The primary reasons for the shift in total allowance allocation from specific reserves to general reserves is due to the Company
38
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
having already addressed many of the problem loans focused in the speculative construction and land A&D portfolios, combined with an increase in delinquencies and elevated charge-offs in the single-family residential portfolio.
The following tables show a summary of loans collectively and individually evaluated for impairment and the related allocation of general and specific reserves as of September 30, 2011 and 2010:
| September 30, 2011 | Loans Collectively Evaluated for Impairment | Loans Individually Evaluated for Impairment | |||||||||||||||||||
General Reserve Allocation | Gross Loans Subject to General Reserve (1) | Ratio | Specific Reserve Allocation | Gross Loans Subject to Specific Reserve (1) | Ratio | ||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||
| Single-family residential | $ | 77,441 | $ | 6,186,322 | 1.3 | % | $ | 5,866 | $ | 32,556 | 18.0 | % | |||||||||
| Construction - speculative | 6,969 | 89,986 | 7.7 | 6,859 | 50,473 | 13.6 | |||||||||||||||
| Construction - custom | 623 | 279,851 | 0.2 | — | — | — | |||||||||||||||
| Land - acquisition & development | 10,489 | 61,277 | 17.1 | 22,230 | 139,415 | 15.9 | |||||||||||||||
| Land - consumer lot loans | 4,385 | 160,906 | 2.7 | 1,135 | 2,240 | 50.7 | |||||||||||||||
| Multi-family | 3,443 | 679,823 | 0.5 | 4,180 | 20,850 | 20.0 | |||||||||||||||
| Commercial real estate | 2,730 | 268,906 | 1.0 | 1,601 | 34,536 | 4.6 | |||||||||||||||
| Commercial & industrial | 5,058 | 106,406 | 4.8 | 41 | 2,926 | 1.4 | |||||||||||||||
| HELOC | 1,139 | 115,092 | 1.0 | — | — | — | |||||||||||||||
| Consumer | 2,971 | 67,509 | 4.4 | — | — | — | |||||||||||||||
| $ | 115,248 | $ | 8,016,078 | 1.4 | % | $ | 41,912 | $ | 282,996 | 14.8 | % | ||||||||||
___________________
| (1) | Excludes covered loans |
| September 30, 2010 | Loans Collectively Evaluated for Impairment | Loans Individually Evaluated for Impairment | |||||||||||||||||||
General Reserve Allocation | Gross Loans Subject to General Reserve (1) | Ratio | Specific Reserve Allocation | Gross Loans Subject to Specific Reserve (1) | Ratio | ||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||
| Single-family residential | $ | 41,057 | $ | 6,525,729 | 0.6 | % | $ | 6,103 | $ | 26,107 | 23.4 | % | |||||||||
| Construction - speculative | 15,792 | 113,059 | 14.0 | 10,554 | 56,653 | 18.6 | |||||||||||||||
| Construction - custom | 770 | 254,454 | 0.3 | — | 1,930 | — | |||||||||||||||
| Land - acquisition & development | 19,296 | 59,819 | 32.3 | 42,341 | 247,411 | 17.1 | |||||||||||||||
| Land - consumer lot loans | 3,020 | 183,253 | 1.7 | 1,773 | 3,587 | 49.4 | |||||||||||||||
| Multi-family | 2,490 | 688,778 | 0.4 | 2,560 | 8,573 | 29.9 | |||||||||||||||
| Commercial real estate | 2,313 | 315,063 | 0.7 | 852 | 852 | 100.0 | |||||||||||||||
| Commercial & industrial | 5,374 | 82,251 | 6.5 | 819 | 819 | 100.0 | |||||||||||||||
| HELOC | 586 | 116,143 | 0.5 | — | — | — | |||||||||||||||
| Consumer | 7,394 | 92,625 | 8.0 | — | — | — | |||||||||||||||
| $ | 98,092 | $ | 8,431,174 | 1.2 | % | $ | 65,002 | $ | 345,932 | 18.8 | % | ||||||||||
___________________
| (1) | Excludes covered loans |
39
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
The following tables provide information on loans based on credit quality indicators (defined in Note A) as of September 30, 2011 and 2010:
Credit Risk Profile by Internally Assigned Grade:
| September 30, 2011 | Internally Assigned Grade | Total | |||||||||||||||||||||
| Pass | Special mention | Substandard | Doubtful | Loss | Gross Loans | ||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Single-family residential | $ | 6,047,279 | $ | — | $ | 171,599 | $ | — | $ | — | $ | 6,218,878 | |||||||||||
| Construction - speculative | 56,485 | 21,035 | 62,939 | — | — | 140,459 | |||||||||||||||||
| Construction - custom | 279,851 | — | — | — | — | 279,851 | |||||||||||||||||
| Land - acquisition & development | 44,888 | 44,840 | 110,964 | — | — | 200,692 | |||||||||||||||||
| Land - consumer lot loans | 162,670 | — | 476 | — | — | 163,146 | |||||||||||||||||
| Multi-family | 663,582 | 4,629 | 32,462 | — | — | 700,673 | |||||||||||||||||
| Commercial real estate | 264,083 | 4,125 | 35,234 | — | — | 303,442 | |||||||||||||||||
| Commercial & industrial | 104,171 | 1,128 | 1,407 | 2,245 | 381 | 109,332 | |||||||||||||||||
| HELOC | 115,092 | — | — | — | — | 115,092 | |||||||||||||||||
| Consumer | 66,512 | 528 | 469 | — | — | 67,509 | |||||||||||||||||
| $ | 7,804,613 | $ | 76,285 | $ | 415,550 | $ | 2,245 | $ | 381 | $ | 8,299,074 | ||||||||||||
| Total grade as a % of total gross loans | 94.1 | % | 0.9 | % | 5.0 | % | — | % | — | % | |||||||||||||
| September 30, 2010 | Internally Assigned Grade | Total | |||||||||||||||||||||
| Pass | Special mention | Substandard | Doubtful | Loss | Gross Loans | ||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Single-family residential | $ | 6,395,018 | $ | 1,041 | $ | 155,778 | $ | — | $ | — | $ | 6,551,837 | |||||||||||
| Construction - speculative | 68,984 | 7,689 | 93,039 | — | — | 169,712 | |||||||||||||||||
| Construction - custom | 256,384 | — | — | — | — | 256,384 | |||||||||||||||||
| Land - acquisition & development | 110,088 | 9,868 | 187,274 | — | — | 307,230 | |||||||||||||||||
| Land - consumer lot loans | 186,840 | — | — | — | — | 186,840 | |||||||||||||||||
| Multi-family | 661,820 | 2,046 | 33,485 | — | — | 697,351 | |||||||||||||||||
| Commercial real estate | 273,001 | 3,768 | 39,048 | — | 98 | 315,915 | |||||||||||||||||
| Commercial & industrial | 62,699 | 10,436 | 9,758 | — | 177 | 83,070 | |||||||||||||||||
| HELOC | 116,143 | — | — | — | — | 116,143 | |||||||||||||||||
| Consumer | 90,497 | 1,150 | 977 | — | — | 92,624 | |||||||||||||||||
| $ | 8,221,474 | $ | 35,998 | $ | 519,359 | $ | — | $ | 275 | $ | 8,777,106 | ||||||||||||
| Total grade as a % of total gross loans | 93.7 | % | 0.4 | % | 5.9 | % | — | % | — | % | |||||||||||||
40
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
Credit Risk Profile Based on Payment Activity:
| September 30, 2011 | Performing Loans | Non-Performing Loans | |||||||||||
| Amount | % of Total Gross Loans | Amount | % of Total Gross Loans | ||||||||||
| (In thousands) | (In thousands) | ||||||||||||
| Single-family residential | $ | 6,092,254 | 98.0 | % | $ | 126,624 | 2.0 | % | |||||
| Construction - speculative | 125,076 | 89.0 | 15,383 | 11.0 | |||||||||
| Construction - custom | 279,216 | 99.8 | 635 | 0.2 | |||||||||
| Land - acquisition & development | 163,353 | 81.4 | 37,339 | 18.6 | |||||||||
| Land - consumer lot loans | 154,303 | 94.6 | 8,843 | 5.4 | |||||||||
| Multi-family | 693,009 | 98.9 | 7,664 | 1.1 | |||||||||
| Commercial real estate | 292,062 | 96.2 | 11,380 | 3.8 | |||||||||
| Commercial & industrial | 107,653 | 98.5 | 1,679 | 1.5 | |||||||||
| HELOC | 114,611 | 99.6 | 481 | 0.4 | |||||||||
| Consumer | 67,072 | 99.4 | 437 | 0.6 | |||||||||
| $ | 8,088,609 | 97.5 | % | $ | 210,465 | 2.5 | % | ||||||
| September 30, 2010 | Performing Loans | Non-Performing Loans | |||||||||||
| Amount | % of Total Gross Loans | Amount | % of Total Gross Loans | ||||||||||
| (In thousands) | (In thousands) | ||||||||||||
| Single-family residential | $ | 6,428,214 | 98.1 | % | $ | 123,623 | 1.9 | % | |||||
| Construction - speculative | 129,797 | 76.5 | 39,915 | 23.5 | |||||||||
| Construction - custom | 256,384 | 100.0 | — | — | |||||||||
| Land - acquisition & development | 242,347 | 78.9 | 64,883 | 21.1 | |||||||||
| Land - consumer lot loans | 186,840 | 100.0 | — | — | |||||||||
| Multi-family | 692,420 | 99.3 | 4,931 | 0.7 | |||||||||
| Commercial real estate | 305,084 | 96.6 | 10,831 | 3.4 | |||||||||
| Commercial & industrial | 82,699 | 99.6 | 371 | 0.4 | |||||||||
| HELOC | 116,143 | 100.0 | — | — | |||||||||
| Consumer | 91,647 | 98.9 | 977 | 1.1 | |||||||||
| $ | 8,531,575 | 97.2 | % | $ | 245,531 | 2.8 | % | ||||||
41
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
The following tables provide information on impaired loans based on loan types as of September 30, 2011 and 2010:
| September 30, 2011 | Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | |||||||||||
| (In thousands) | |||||||||||||||
| With no related allowance recorded: | |||||||||||||||
| Single-family residential | $ | 5,597 | $ | 9,575 | $ | — | $ | 5,935 | |||||||
| Construction - speculative | 8,286 | 11,026 | — | 7,374 | |||||||||||
| Construction - custom | — | — | — | — | |||||||||||
| Land - acquisition & development | 22,436 | 50,970 | — | 28,168 | |||||||||||
| Land - consumer lot loans | — | — | — | — | |||||||||||
| Multi-family | 3,233 | 4,508 | — | 4,058 | |||||||||||
| Commercial real estate | 3,462 | 3,963 | — | 2,141 | |||||||||||
| Commercial & industrial | — | — | — | — | |||||||||||
| HELOC | — | — | — | — | |||||||||||
| Consumer | — | — | — | — | |||||||||||
| 43,014 | 80,042 | — | 47,676 | ||||||||||||
| With an allowance recorded: | |||||||||||||||
| Single-family residential | 331,546 | 331,546 | 29,378 | 261,736 | |||||||||||
| Construction - speculative | 29,255 | 29,255 | 6,859 | 26,385 | |||||||||||
| Construction - custom | — | — | — | — | |||||||||||
| Land - acquisition & development | 49,036 | 49,912 | 22,230 | 41,006 | |||||||||||
| Land - consumer lot loans | 352 | 352 | 1,135 | 110 | |||||||||||
| Multi-family | 17,149 | 17,149 | 4,180 | 12,380 | |||||||||||
| Commercial real estate | 6,429 | 6,429 | 1,601 | 3,351 | |||||||||||
| Commercial & industrial | 41 | 41 | 41 | 31 | |||||||||||
| HELOC | — | — | — | — | |||||||||||
| Consumer | — | — | — | — | |||||||||||
| 433,808 | 434,684 | 65,424 | (1) | 344,999 | |||||||||||
| Total: | |||||||||||||||
| Single-family residential | 337,143 | 341,121 | 29,378 | 267,671 | |||||||||||
| Construction - speculative | 37,541 | 40,281 | 6,859 | 33,759 | |||||||||||
| Construction - custom | — | — | — | — | |||||||||||
| Land - acquisition & development | 71,472 | 100,882 | 22,230 | 69,174 | |||||||||||
| Land - consumer lot loans | 352 | 352 | 1,135 | 110 | |||||||||||
| Multi-family | 20,382 | 21,657 | 4,180 | 16,438 | |||||||||||
| Commercial real estate | 9,891 | 10,392 | 1,601 | 5,492 | |||||||||||
| Commercial & industrial | 41 | 41 | 41 | 31 | |||||||||||
| HELOC | — | — | — | — | |||||||||||
| Consumer | — | — | — | — | |||||||||||
| $ | 476,822 | $ | 514,726 | $ | 65,424 | (1) | $ | 392,675 | |||||||
____________________
| (1) | Includes $41,912,000 of specific reserves and $23,512,000 included in the general reserves. |
42
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
| September 30, 2010 | Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | |||||||||||
| (In thousands) | |||||||||||||||
| With no related allowance recorded: | |||||||||||||||
| Single-family residential | $ | 3,385 | $ | 3,385 | $ | — | $ | 1,614 | |||||||
| Construction - speculative | 21,563 | 24,971 | — | 17,085 | |||||||||||
| Construction - custom | — | — | — | — | |||||||||||
| Land - acquisition & development | 24,011 | 35,594 | — | 38,957 | |||||||||||
| Land - consumer lot loans | — | — | — | — | |||||||||||
| Multi-family | 8,934 | 8,934 | — | 2,403 | |||||||||||
| Commercial real estate | 10,607 | 10,607 | — | 3,332 | |||||||||||
| Commercial & industrial | 3,632 | 3,632 | — | 953 | |||||||||||
| HELOC | — | — | — | — | |||||||||||
| Consumer | — | — | — | — | |||||||||||
| 72,132 | 87,123 | — | 64,344 | ||||||||||||
| With an allowance recorded: | |||||||||||||||
| Single-family residential | 241,683 | 241,684 | 10,321 | 214,799 | |||||||||||
| Construction - speculative | 45,754 | 45,754 | 10,554 | 37,991 | |||||||||||
| Construction - custom | — | — | — | — | |||||||||||
| Land - acquisition & development | 116,428 | 116,428 | 42,341 | 108,251 | |||||||||||
| Land - consumer lot loans | — | — | 1,773 | — | |||||||||||
| Multi-family | 7,783 | 7,783 | 2,560 | 4,793 | |||||||||||
| Commercial real estate | 5,216 | 5,216 | 852 | 1,480 | |||||||||||
| Commercial & industrial | 830 | 830 | 819 | 230 | |||||||||||
| HELOC | — | — | — | — | |||||||||||
| Consumer | — | — | — | — | |||||||||||
| 417,694 | 417,695 | 69,220 | (1) | 367,544 | |||||||||||
| Total: | |||||||||||||||
| Single-family residential | 245,068 | 245,069 | 10,321 | 216,413 | |||||||||||
| Construction - speculative | 67,317 | 70,725 | 10,554 | 55,076 | |||||||||||
| Construction - custom | — | — | — | — | |||||||||||
| Land - acquisition & development | 140,439 | 152,022 | 42,341 | 147,208 | |||||||||||
| Land - consumer lot loans | — | — | 1,773 | — | |||||||||||
| Multi-family | 16,717 | 16,717 | 2,560 | 7,196 | |||||||||||
| Commercial real estate | 15,823 | 15,823 | 852 | 4,812 | |||||||||||
| Commercial & industrial | 4,462 | 4,462 | 819 | 1,183 | |||||||||||
| HELOC | — | — | — | — | |||||||||||
| Consumer | — | — | — | — | |||||||||||
| $ | 489,826 | $ | 504,818 | $ | 69,220 | (1) | $ | 431,888 | |||||||
____________________
| (1) | Includes $65,002,000 of specific reserves and $4,218,000 included in the general reserves. |
43
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE E INTEREST RECEIVABLE
| September 30, | 2011 | 2010 | ||||
| (In thousands) | ||||||
| Loans receivable | $ | 38,997 | $ | 37,349 | ||
| Mortgage-backed securities | 11,293 | 9,159 | ||||
| Investment securities | 2,042 | 2,512 | ||||
| $ | 52,332 | $ | 49,020 | |||
NOTE F PREMISES AND EQUIPMENT
| September 30, | 2011 | 2010 | ||||||
| (In thousands) | ||||||||
Estimated Useful Life | ||||||||
| Land | — | $ | 78,282 | $ | 76,786 | |||
| Buildings | 25 - 40 | 102,403 | 103,817 | |||||
| Leasehold improvements | 7 - 15 | 6,919 | 5,512 | |||||
| Furniture, fixtures and equipment | 2 - 10 | 31,036 | 26,769 | |||||
| 218,640 | 212,884 | |||||||
| Less accumulated depreciation and amortization | (52,047 | ) | (50,163 | ) | ||||
| $ | 166,593 | $ | 162,721 | |||||
The Company has non-cancelable operating leases for branch offices. Future minimum net rental commitments for all non-cancelable leases, including maintenance and associated costs, were as follows: $2.4 million for 2012, $2.1 million for 2013, $1.7 million for 2014, $1.3 million for 2015 and $2.1 million thereafter. Rental expense, including amounts paid under month-to-month cancelable leases, amounted to $3,083,000, $3,170,000 and $2,710,000 in 2011, 2010 and 2009, respectively.
44
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE G CUSTOMER ACCOUNTS
| September 30, | 2011 | 2010 | ||||
| (In thousands) | ||||||
| Checking accounts, .50% and under | $ | 779,053 | $ | 666,372 | ||
| Passbook and statement accounts, .50% and under | 255,396 | 234,673 | ||||
| Insured money market accounts, .01% to .75% | 1,627,739 | 1,653,717 | ||||
| Certificate accounts | ||||||
| Less than 2.00% | 4,170,232 | 3,608,935 | ||||
| 2.00% to 2.99% | 1,229,918 | 1,929,112 | ||||
| 3.00% to 3.99% | 418,720 | 498,956 | ||||
| 4.00% to 4.99% | 174,854 | 237,852 | ||||
| 5.00% to 5.99% | 9,991 | 22,923 | ||||
| Total certificates | 6,003,715 | 6,297,778 | ||||
| $ | 8,665,903 | $ | 8,852,540 | |||
| Certificate maturities are as follows: | ||||||
| September 30, | 2011 | 2010 | ||||
| (In thousands) | ||||||
| Within 1 year | $ | 3,973,028 | $ | 4,312,825 | ||
| 1 to 2 years | 1,388,885 | 1,169,950 | ||||
| 2 to 3 years | 274,704 | 533,217 | ||||
| Over 3 years | 367,098 | 281,786 | ||||
| $ | 6,003,715 | $ | 6,297,778 | |||
Customer accounts over $250,000 totaled $921,462,000 as of September 30, 2011 and $893,338,000 as of September 30, 2010.
Interest expense on customer accounts consisted of the following:
| Year ended September 30, | 2011 | 2010 | 2009 | ||||||
| (in thousands) | |||||||||
| Checking accounts | $ | 1,908 | $ | 2,299 | $ | 3,144 | |||
| Passbook and statement accounts | 682 | 1,100 | 1,441 | ||||||
| Insured money market accounts | 7,148 | 12,121 | 16,488 | ||||||
| Certificate accounts | 106,878 | 131,567 | 171,062 | ||||||
| 116,616 | 147,087 | 192,135 | |||||||
| Less early withdrawal penalties | (781 | ) | (727 | ) | (700 | ) | |||
| $ | 115,835 | $ | 146,360 | $ | 191,435 | ||||
| Weighted average interest rate at end of year | 1.14 | % | 1.51 | % | 1.96 | % | |||
| Weighted daily average interest rate during the year | 1.32 | % | 1.69 | % | 2.56 | % | |||
45
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE H FHLB ADVANCES
Maturity dates of FHLB advances were as follows:
| September 30, | 2011 | 2010 | ||||
| (In thousands) | ||||||
| FHLB advances | ||||||
| Within 1 year | — | — | ||||
| 1 to 3 years | — | 100,000 | ||||
| 4 to 5 years | 1,212,066 | 415,548 | ||||
| More than 5 years | 750,000 | 1,350,000 | ||||
| $ | 1,962,066 | $ | 1,865,548 | |||
$1,150,000,000 of the 2011 advances and $1,350,000,000 of the 2010 advances included in the above table are callable by the FHLB. If these callable advances were to be called at the earliest call dates, the maturities of all FHLB advances would be as follows:
| September 30, | 2011 | 2010 | ||||
| (In thousands) | ||||||
| FHLB advances | ||||||
| Within 1 year | $ | 1,100,000 | $ | 400,000 | ||
| 1 to 3 years | 450,000 | 875,000 | ||||
| 4 to 5 years | 412,066 | 390,548 | ||||
| More than 5 years | — | 200,000 | ||||
| $ | 1,962,066 | $ | 1,865,548 | |||
Financial data pertaining to the weighted-average cost and the amount of FHLB advances were as follows:
| September 30, | 2011 | 2010 | 2009 | ||||||
| (In thousands) | |||||||||
| Weighted average interest rate at end of year | 4.10 | % | 4.24 | % | 4.39 | % | |||
| Weighted daily average interest rate during the year | 4.35 | % | 4.46 | % | 4.23 | % | |||
| Daily average of FHLB advances | $ | 1,883,135 | $ | 2,070,843 | $ | 2,243,242 | |||
| Maximum amount of FHLB advances at any month end | 1,962,616 | 2,078,695 | 2,743,026 | ||||||
| Interest expense during the year | 81,994 | 92,402 | 94,048 | ||||||
FHLB advances are collateralized as provided for in the Advances, Pledge and Security Agreement by all FHLB stock owned by the Company, deposits with the FHLB and certain mortgages or deeds of trust securing such properties as provided in the agreements with the FHLB. As a member of the FHLB of Seattle, the Company currently has a credit line of 50% of the total assets of the Bank, subject to collateralization requirements.
46
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE I OTHER BORROWINGS
Maturity dates of securities sold under agreements to repurchase (reverse repurchase agreements) and other borrowings were as follows:
| September 30, | 2011 | 2010 | ||||
| (In thousands) | ||||||
| Reverse repurchase agreements and other borrowings: | ||||||
| Within 1 year | $ | — | $ | — | ||
| 1 to 3 years | 300,000 | — | ||||
| 4 to 5 years | 300,000 | 500,000 | ||||
| More than 5 years | 200,000 | 300,000 | ||||
| $ | 800,000 | $ | 800,000 | |||
$500,000,000 of the 2011 and 2010 reverse repurchase agreements and other borrowings included in the above table are callable by the counterparty. If these were to be called at the earliest call dates, the maturities of the reverse repurchase agreements and other borrowings would be as follows:
| September 30, | 2011 | 2010 | ||||
| (In thousands) | ||||||
| Reverse repurchase agreements and other borrowings: | ||||||
| Within 1 year | $ | 200,000 | $ | — | ||
| 1 to 3 years | 300,000 | 500,000 | ||||
| 4 to 5 years | 300,000 | 200,000 | ||||
| More than 5 years | — | 100,000 | ||||
| $ | 800,000 | $ | 800,000 | |||
Other borrowings on the Consolidated Statements of Financial Condition at both September 30, 2011 and 2010 included the $800,000,000 of reverse repurchase agreements presented in the table above.
The Bank enters into sales of reverse repurchase agreements. Fixed-coupon reverse repurchase agreements are treated as financings, and the obligations to repurchase securities sold are reflected as a liability in the consolidated statements of financial condition. During the three years ended September 30, 2011, all of the Company’s transactions were fixed-coupon reverse repurchase agreements. The dollar amount of securities underlying the agreements remain in the asset accounts. The securities pledged are registered in the Company’s name, and principal and interest payments are received by the Company; however, the securities are held by the designated trustee of the broker. Upon maturity of the agreements, the identical securities pledged as collateral will be returned to the Company.
47
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
Financial data pertaining to the weighted-average cost and the amount of securities sold under agreements to repurchase and other borrowings were as follows:
| September 30, | 2011 | 2010 | 2009 | ||||||
| Weighted average interest rate at end of year | 3.90 | % | 3.90 | % | 3.90 | % | |||
| Weighted daily average interest rate during the year | 3.73 | % | 3.90 | % | 3.90 | % | |||
| Daily average of securities sold under agreements to repurchase | $ | 800,000 | $ | 800,000 | $ | 800,000 | |||
| Maximum securities sold under agreements to repurchase at any month end | 800,000 | 800,000 | 800,000 | ||||||
| Interest expense during the year | 29,867 | 29,867 | 31,061 | ||||||
Financial data pertaining to the weighted average cost and the amount of other borrowings were as follows:
| September 30, | 2011 | 2010 | 2009 | |||||
| Weighted average interest rate at end of year | — | % | — | % | 5.98 | % | ||
| Weighted daily average interest rate during the year | — | % | 4.98 | % | 0.69 | % | ||
| Daily average of other borrowings | — | $ | 9,479 | $ | 191,989 | |||
| Maximum other borrowings at any month end | — | 14,310 | 240,600 | |||||
| Interest expense during the year | — | 22 | 1,327 | |||||
NOTE J INCOME TAXES
The Consolidated Statements of Financial Condition at September 30, 2011 and 2010 include net deferred tax liabilities of $17,075,000 and $21,951,000, respectively, that have been provided for the temporary differences between the tax basis and the financial statement carrying amounts of liabilities and assets. The major sources of these temporary differences and their deferred tax effects were as follows:
48
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
| September 30, | 2011 | 2010 | ||||
| (In thousands) | ||||||
| Deferred tax assets | ||||||
| Loan loss reserves | $ | 56,930 | $ | 59,936 | ||
| REO reserves | 41,268 | 32,986 | ||||
| Asset Purchase Tax Basis Difference (net) | 27,068 | 22,738 | ||||
| Delinquent accrued interest | 7,380 | 4,060 | ||||
| Other, net | 1,236 | 1,361 | ||||
| Total deferred tax assets | 133,882 | 121,081 | ||||
| Deferred tax liabilities | ||||||
| FDIC Loss Guarantee Receivable (net) | 24,973 | 40,444 | ||||
| Federal Home Loan Bank stock dividends | 36,161 | 36,158 | ||||
| Valuation adjustment on available-for-sale securities | 49,845 | 28,866 | ||||
| Loan origination costs | 13,098 | 13,183 | ||||
| Depreciation | 24,751 | 21,578 | ||||
| Deferred gain on forward commitments | 890 | 1,225 | ||||
| Core deposit intangible | 1,239 | 1,578 | ||||
| Total deferred tax liabilities | 150,957 | 143,032 | ||||
| Net deferred tax asset (liability) | (17,075 | ) | (21,951 | ) | ||
| Current tax asset (liability) | 15,540 | 30,044 | ||||
| Net tax asset (liability) | $ | (1,535 | ) | $ | 8,093 | |
A reconciliation of the statutory federal income tax rate to the effective income tax rate follows:
| Year ended September 30, | 2011 | 2010 | 2009 | |||
| Statutory income tax rate | 35 | % | 35 | % | 35 | % |
| IRS tax settlement | — | (32 | ) | — | ||
| State income tax | 2 | 2 | 2 | |||
| Other differences | (1 | ) | (1 | ) | (1 | ) |
| Effective income tax rate | 36 | % | 4 | % | 36 | % |
49
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| 2011 | 2010 | |||||
| Balance at October 1, | $ | 3,893 | $ | 44,781 | ||
| Tax positions related to current year: | ||||||
| Additions | — | 271 | ||||
| Reductions | — | — | ||||
| Tax positions related to prior years: | ||||||
| Additions | 520 | 3,064 | ||||
| Reductions | — | — | ||||
| Settlements with taxing authorities | — | (43,315 | ) | |||
| Lapses in statues of limitations | (222 | ) | (908 | ) | ||
| Balance at September 30, | $ | 4,191 | $ | 3,893 | ||
As of September 30, 2011 and 2010, the Company's liability for uncertain tax positions was $3.0 million and $2.9 million, respectively. Included in the balance of unrecognized tax benefits at September 30, 2011, are $1.2 million of tax benefits that, if recognized, would affect the effective tax rate. The Company records interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2011 and 2010, there were approximately $1.6 million and $1.2 million, respectively, of accrued interest and $0.3 million and $0.3 million, respectively, of accrued penalties.
Based on current information the Company does not expect that changes in the amount of unrecognized tax benefits over the next twelve months will have a significant impact on the results of operations or the financial position of the Company.
The Company's federal income tax returns are open for the tax years 2007 through 2011. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to two years after formal notification to the states. The Company has various state income tax returns in the process of examination, administrative appeals or litigation. The Company's unrecognized tax benefits are related to state returns open from 1999 through 2010.
The Company has been examined by the Internal Revenue Service through the year ended September 30, 1990. There were no material changes made to the Company's originally reported taxable income as a result of this examination.
NOTE K 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
The Company maintains a 401(k) and Employee Stock Ownership Plan (Plan) for the benefit of its employees. Company contributions are made semi-annually as approved by the Board of Directors. Such amounts are not in excess of amounts permitted by the Employee Retirement Income Security Act of 1974.
Plan participants may make voluntary after-tax contributions of their considered earnings as defined by the Plan. In addition, participants may make pre-tax contributions up to the statutory limits through the 401(k) provisions of the Plan. The annual addition from contributions to an individual participant's account in this Plan cannot exceed the lesser of 100% of base salary or $49 thousand. Under provisions of the Plan, employees are eligible to participate on the date of hire and become fully vested in the Company's contributions following six years of service. In August 1995 the Company received a favorable determination from the Internal Revenue Service to include an Employee Stock Ownership feature as part of the Plan. This feature allows employees to direct a portion of their vested account balance toward the purchase of Company stock. Company contributions to the Plan amounted to $5,400,000, $4,800,000 and $4,200,000 for the years ended September 30, 2011, 2010 and 2009, respectively.
50
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE L STOCK OPTION PLANS
The Company has one equity-based compensation plan which was approved by stockholders and provides for a combination of stock options and stock grants. Option awards are granted with an exercise price equal to the market price of the Company's stock at the date of grant; those option awards generally vest based on 5 years of continuous service and have 10-year contractual terms. The Company's policy is to issue new shares upon option exercises. Stockholders authorized 5,000,000 shares of common stock to be reserved pursuant to the 2011 Incentive Plan. Of the 5,000,000 total shares authorized by stockholders under the Plan, 4,629,350 shares remain available for issuance.
The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. This model requires input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Expected volatility is based on the historical volatility of the Company's stock. The risk-free interest rate is based on the U.S. Treasury yield curve that is in effect at the time of grant with a remaining term equal to the options' expected life. The expected term represents the period of time that options granted are expected to be outstanding. The following weighted-average assumptions were used to estimate the fair value of options granted during the periods indicated:
| Year ended September 30, | 2011 | 2010 | 2009 | |||
| Annual dividend yield | 1.89 | % | 1.20 | % | 3.83 | % |
| Expected volatility | 30 | % | 26 | % | 24 | % |
| Risk-free interest rate | 2.00 | % | 2.20 | % | 1.73 | % |
| Expected life | 4.5 years | 4.5 years | 4.5 years | |||
A summary of option activity under the Plans as of September 30, 2011, and changes during the year then ended is as follows:
| Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value (In thousands) | ||||||
| Outstanding at September 30, 2010 | 2,643,307 | $ | 20.16 | |||||||
| Granted | 370,650 | 16.84 | ||||||||
| Exercised | (109,790 | ) | 14.84 | |||||||
| Forfeited | (162,927 | ) | 19.43 | |||||||
| Outstanding at September 30, 2011 | 2,741,240 | $ | 19.97 | 5 | $ | 344 | ||||
| Exercisable at September 30, 2011 | 1,732,382 | $ | 20.79 | 3 | $ | 85 | ||||
Miscellaneous information related to stock options is presented below:
| 2011 | 2010 | 2009 | ||||
| Compensation cost for stock options | 1,087,000 | 1,213,000 | 1,327,000 | |||
| Weighted avg. grant date FV | 4 | 4 | 2 | |||
| Total intrinsic value of options exercised | 259,000 | 975,000 | 65,000 | |||
| Grant date FV of options exercised | 312,000 | 482,000 | 57,000 | |||
| Cash received from option exercises | 1,630,000 | 1,760,000 | 158,000 | |||
| Tax benefit realized for option exercises | 37,000 | 227,000 | 21,000 | |||
51
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
A summary of the status of the Company's nonvested options as of September 30, 2011, and changes during the year then ended is as follows:
| Nonvested Options | Shares | Weighted Average Grant Date Fair Value | |||
| Outstanding at September 30, 2010 | 1,217,083 | $ | 2.66 | ||
| Granted | 370,650 | 3.89 | |||
| Vested | (486,094 | ) | 2.86 | ||
| Forfeited | (92,781 | ) | 2.66 | ||
| Outstanding at September 30, 2011 | 1,008,858 | $ | 3.02 | ||
As of September 30, 2011, unrecognized compensation cost for stock options, net of forfeitures, totaled $2,227,000, which is expected to be recognized over a weighted average remaining period of 1.8 years.
The Company also grants shares of restricted stock pursuant to its plans. These shares of restricted stock vest over a period of one to seven years. The Company has issued a total of 496,985 shares of restricted stock, with a fair market value at the date of grant of $9.0 million As of September 30, 2011, 312,832 shares remained restricted. The Company accounts for restricted stock grants by recording the fair value of the grant to compensation expense over the vesting period. Compensation expense related to restricted stock was $1,537,000, $1,055,000 and $864,000 for the years ended September 30, 2011, 2010 and 2009, respectively.
52
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE M STOCKHOLDERS' EQUITY
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC). Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about capital components, risk-weightings and other factors. The Company and the Bank are subject to certain restrictions on the amount of dividends that they may declare without prior regulatory approval.
As of September 30, 2011 and 2010 , the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank's categorization.
| Actual | Capital Adequacy Guidelines | Categorized as Well Capitalized Under Prompt Corrective Action Provisions | |||||||||||
| Capital | Ratio | Capital | Ratio | Capital | Ratio | ||||||||
| September 30, 2011 | (In thousands) | ||||||||||||
| Total capital to risk-weighted assets | $ | 1,624,817 | 24.68 | % | $ | 526,765 | 8.00% | $ | 658,456 | 10.00% | |||
| Tier I capital to risk-weighted assets | 1,543,438 | 23.44 | NA | NA | 395,074 | 6.00 | |||||||
| Core capital to adjusted tangible assets | 1,543,438 | 11.82 | NA | NA | 652,672 | 5.00 | |||||||
| Core capital to total assets | 1,543,438 | 11.82 | 391,603 | 3.00 | NA | NA | |||||||
| Tangible capital to tangible assets | 1,543,438 | 11.82 | 195,802 | 1.50 | NA | NA | |||||||
| September 30, 2010 | |||||||||||||
| Total capital to risk-weighted assets | $ | 1,619,206 | 23.39 | % | $ | 553,761 | 8.00% | $ | 692,201 | 10.00% | |||
| Tier I capital to risk-weighted assets | 1,534,681 | 22.17 | NA | NA | 415,321 | 6.00 | |||||||
| Core capital to adjusted tangible assets | 1,534,681 | 11.67 | NA | NA | 657,606 | 5.00 | |||||||
| Core capital to total assets | 1,534,681 | 11.67 | 394,563 | 3.00 | NA | NA | |||||||
| Tangible capital to tangible assets | 1,534,681 | 11.67 | 197,282 | 1.50 | NA | NA | |||||||
On September 15, 2009, the Company issued additional common stock in a follow on offering for the first time since going public in 1982. Net proceeds received totaled $333,176,688 upon the issuance of 24,150,000 additional common shares. The use of the proceeds from this offering will be used for general corporate purposes, which may include capital to support growth and acquisition opportunities.
At periodic intervals, the OCC, the Federal Reserve and the Federal Deposit Insurance Corporation (FDIC) routinely examine the Company's and the Bank's financial statements as part of their oversight. Based on their examinations, these regulators can direct that the Company's or Bank's financial statements be adjusted in accordance with their findings. The extent to which forthcoming regulatory examinations may result in adjustments to the financial statements cannot be determined; however, no adjustments were proposed as a result of the most recent examination which concluded in June, 2011.
On July 28, 2010, the Bank entered into a memorandum of understanding with the Office of Thrift Supervision (OTS) that requires the Bank to take a number of actions, including among other things: (1) develop a written enterprise risk management program; (2) enhance policies and procedures with respect to construction lending, portfolio valuation and interest rate risk management; (3) develop action plans and programs in the areas of consumer compliance, fair lending, information technology, business continuity and information security; and (4) monitor the Bank's performance results against
53
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
its business plan. The memorandum of understanding does not affect dividend policy or require additional capital. The memorandum of understanding and our compliance with it is being monitored by the OCC since the OTS was abolished on July 22, 2011.
Management believes that it is has now substantially completed the measures required by the memorandum of understanding, although compliance will be determined by the OCC and not by the Bank.
The Company has an ongoing stock repurchase program. 3,804,800 were repurchased during 2011 at a weighted average cost of $15.68. No shares were repurchased during 2010. As of September 30, 2011, management had authorization from the Board of Directors to repurchase up to 9,083,514 additional shares.
NOTE N FAIR VALUES OF FINANCIAL INSTRUMENTS
U.S. GAAP requires disclosure of fair value information about financial instruments, whether or not recognized on the statement of financial condition, for which it is practicable to estimate those values. Certain financial instruments and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value estimates presented do not reflect the underlying fair value of the Company. Although Management is not aware of any factors that would materially affect the estimated fair value amounts presented, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and therefore, estimates of fair value subsequent to that date may differ significantly from the amounts presented below.
54
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
| 2011 | 2010 | |||||||||||
Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||
| (In thousands) | ||||||||||||
| Financial assets | ||||||||||||
| Cash and cash equivalents | $ | 816,002 | $ | 816,002 | $ | 888,622 | $ | 888,622 | ||||
| Available-for-sale securities: | ||||||||||||
| Equity securities | — | — | — | — | ||||||||
| Obligations of U.S. government | 190,527 | 190,527 | 341,006 | 341,006 | ||||||||
| Obligations of states and political subdivisions | 23,568 | 23,568 | — | — | ||||||||
| Obligations of foreign governments | — | — | — | — | ||||||||
| Corporate debt securities | 29,959 | 29,959 | 10,000 | 10,000 | ||||||||
| Mortgage-backed securities | ||||||||||||
| Agency pass-through certificates | 3,011,090 | 3,011,090 | 2,130,087 | 2,130,087 | ||||||||
| Other debt securities | — | — | — | — | ||||||||
| Total available-for-sale securities | 3,255,144 | 3,255,144 | 2,481,093 | 2,481,093 | ||||||||
| Held-to-maturity securities: | ||||||||||||
| Equity securities | — | — | — | — | ||||||||
| Obligations of U.S. government | — | — | — | — | ||||||||
| Obligations of states and political subdivisions | 1,950 | 2,023 | 7,055 | 7,269 | ||||||||
| Obligations of foreign governments | — | — | — | — | ||||||||
| Corporate debt securities | — | — | — | — | ||||||||
| Mortgage-backed securities | ||||||||||||
| Agency pass-through certificates | 45,086 | 48,593 | 73,052 | 77,631 | ||||||||
| Other debt securities | — | — | — | — | ||||||||
| Total held-to-maturity securities | 47,036 | 50,616 | 80,107 | 84,900 | ||||||||
| Loans receivable | 7,935,877 | 8,479,307 | 8,423,703 | 8,899,937 | ||||||||
| Covered loans | 382,183 | 375,027 | 534,474 | 534,474 | ||||||||
| FDIC indemnification asset | 98,871 | 101,751 | 131,128 | 131,128 | ||||||||
| FHLB stock | 151,755 | 151,755 | 151,748 | 151,748 | ||||||||
| Financial liabilities | ||||||||||||
| Customer accounts | 8,665,903 | 8,557,357 | 8,852,540 | 8,811,009 | ||||||||
| FHLB advances and other borrowings | 2,762,066 | 3,038,127 | 2,665,548 | 2,965,921 | ||||||||
The following methods and assumptions were used to estimate the fair value of financial instruments:
Cash and cash equivalents – The carrying amount of these items is a reasonable estimate of their fair value.
Available-for-sale securities and held-to-maturity securities – Securities at fair value are priced using model pricing based on the securities' relationship to other benchmark quoted prices as provided by an independent third party, and under the provisions of the Fair Value Measurements and Disclosures topic of the FASB Accounting Standards Codification are considered a Level 2 input method.
Loans receivable and covered loans – For certain homogeneous categories of loans, such as fixed- and variable-rate residential mortgages, fair value is estimated for securities backed by similar loans, adjusted for differences in loan characteristics, using the same methodology described above for AFS and HTM securities. The fair value of other loan types is
55
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
estimated by discounting the future cash flows and estimated prepayments using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term. Some loan types were valued at carrying value because their floating rate or expected maturity characteristics. Net deferred loan fees are not included in the fair value calculation but are included in the carrying amount.
FDIC indemnification asset – The fair value of the indemnification asset is estimated by discounting the expected future cash flows using the current rates .
FHLB stock – The fair value is based upon the redemption value of the stock which equates to its carrying value.
Customer accounts – The fair value of demand deposits, savings accounts, and money market accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated by discounting the estimated future cash flows using the rates currently offered for deposits with similar remaining maturities.
FHLB advances and other borrowings – The fair value of FHLB advances and other borrowings is estimated by discounting the estimated future cash flows using rates currently available to the Company for debt with similar remaining maturities.
NOTE O FINANCIAL INFORMATION – WASHINGTON FEDERAL, INC.
The following Washington Federal, Inc. (parent company only) financial information should be read in conjunction with the other notes to the Consolidated Financial Statements.
| Statements of Financial Condition | ||||||
| September 30, | 2011 | 2010 | ||||
| (In thousands) | ||||||
| Assets | ||||||
| Cash | $ | 27,699 | $ | 4,646 | ||
| Investment in subsidiary | 1,885,498 | 1,842,081 | ||||
| Other Assets | 37 | — | ||||
| Dividend receivable | — | — | ||||
| Total assets | $ | 1,913,234 | $ | 1,846,727 | ||
| Liabilities | ||||||
| Borrowed money | $ | — | $ | — | ||
| Dividend payable and other liabilities | 6,700 | 5,580 | ||||
| Other liabilities | 1 | — | ||||
| Total liabilities | 6,701 | 5,580 | ||||
| Stockholders’ equity | ||||||
| Common stock, $1.00 par value, 300,000,000 shares authorized; 108,976,410 shares outstanding | $ | 129,854 | $ | 129,556 | ||
| Paid-in capital | 1,582,843 | 1,578,527 | ||||
| Accumulated other comprehensive income (loss), net of tax | 85,789 | 49,682 | ||||
| Treasury stock, at cost; 20,877,124 shares | (268,665 | ) | (208,985 | ) | ||
| Retained earnings | 376,712 | 292,367 | ||||
| Total stockholders’ equity | 1,906,533 | 1,841,147 | ||||
| Total liabilities and stockholders’ equity | $ | 1,913,234 | $ | 1,846,727 | ||
56
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
| Statements of Operations | |||||||||
| Year ended September 30, | 2011 | 2010 | 2009 | ||||||
| (In thousands) | |||||||||
| Income | |||||||||
| Dividends from subsidiary | $ | 100,600 | $ | — | $ | 18,833 | |||
| Other | — | 14 | 24 | ||||||
| Total Income | 100,600 | 14 | 18,857 | ||||||
| Expense | |||||||||
| Miscellaneous | 626 | 1,046 | 1,996 | ||||||
| Total expense | 626 | 1,046 | 1,996 | ||||||
| Net income before equity in undistributed net income of subsidiary | 99,974 | (1,032 | ) | 16,861 | |||||
| Equity in undistributed net income of subsidiary | 11,167 | 119,324 | 30,611 | ||||||
| Income before income taxes | 111,141 | 118,292 | 47,472 | ||||||
| Income tax benefit | — | 361 | 700 | ||||||
| Net income | $ | 111,141 | $ | 118,653 | $ | 48,172 | |||
| Preferred dividends accrued | — | — | 7,488 | ||||||
| Net income available to common shareholders | $ | 111,141 | $ | 118,653 | $ | 40,684 | |||
| Statements of Cash Flows | 2011 | 2010 | 2009 | ||||||
| (In thousands) | |||||||||
| Cash Flows From Operating Activities | |||||||||
| Net income | $ | 111,141 | $ | 118,653 | $ | 48,172 | |||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||
| Equity in undistributed net income of subsidiaries | (4,382 | ) | (119,324 | ) | (30,611 | ) | |||
| Decrease (increase) in dividend receivable | — | — | 18,434 | ||||||
| Decrease (increase) in other assets | (37 | ) | 1,309 | (434 | ) | ||||
| Increase (decrease) in other liabilities | 1,121 | (421 | ) | (11,589 | ) | ||||
| Net cash provided by (used in) operating activities | 107,843 | 217 | 23,972 | ||||||
| Cash Flows From Financing Activities | |||||||||
| Proceeds from exercise of common stock options and related tax benefit | 1,686 | 1,940 | 180 | ||||||
| Proceeds from Employee Stock Ownership Plan | — | — | 1,341 | ||||||
| Net proceeds from follow on stock offering | — | 333,177 | |||||||
| Downstream stock offering proceeds to the Bank | — | — | (300,000 | ) | |||||
| Proceeds from issuance of preferred stock and warrants | 200,000 | ||||||||
| Preferred stock redeemed | (200,000 | ) | |||||||
| Increase (decrease) in borrowings | — | (14,310 | ) | — | |||||
| Treasury stock purchased | (59,680 | ) | — | — | |||||
| Dividends paid on preferred stock | (5,361 | ) | |||||||
| Dividends paid on common stock | (26,796 | ) | (22,450 | ) | (18,847 | ) | |||
| Net cash used by financing activities | (84,790 | ) | (34,820 | ) | 10,490 | ||||
| Increase (decrease) in cash | 23,053 | (34,603 | ) | 34,462 | |||||
| Cash at beginning of year | 4,646 | 39,249 | 4,787 | ||||||
| Cash at end of year | $ | 27,699 | $ | 4,646 | $ | 39,249 | |||
57
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE P SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the unaudited interim results of operations by quarter for the years ended September 30, 2011 and 2010:
| Year Ended September 30, 2011 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||
| (In thousands, except per share data) | ||||||||||||
| Interest income | $ | 165,590 | $ | 158,539 | $ | 161,531 | $ | 158,975 | ||||
| Interest expense | 60,856 | 56,984 | 55,399 | 54,457 | ||||||||
| Net interest income | 104,734 | 101,555 | 106,132 | 104,518 | ||||||||
| Provision for loan losses | 26,000 | 30,750 | 21,000 | 15,354 | ||||||||
| Other operating income (REO expense) | (6,127 | ) | 2,866 | (3,894 | ) | (6,962 | ) | |||||
| Other operating expense | 34,279 | 33,321 | 34,174 | 34,285 | ||||||||
| Income before income taxes | 38,328 | 40,350 | 47,064 | 47,917 | ||||||||
| Income taxes | 13,798 | 14,526 | 16,943 | 17,251 | ||||||||
| Net income | $ | 24,530 | $ | 25,824 | $ | 30,121 | $ | 30,666 | ||||
| Basic earnings per share | $ | 0.22 | $ | 0.23 | $ | 0.27 | $ | 0.28 | ||||
| Diluted earnings per share | 0.22 | 0.23 | 0.27 | 0.28 | ||||||||
| Cash dividends per share | 0.06 | 0.06 | 0.06 | 0.06 | ||||||||
| Return of average assets | 0.73 | % | 0.77 | % | 0.90 | % | 0.91 | % | ||||
| Year Ended September 30, 2010 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||
| (In thousands, except per share data) | ||||||||||||
| Interest income | $ | 165,670 | $ | 165,034 | $ | 167,371 | $ | 165,485 | ||||
| Interest expense | 67,905 | 67,994 | 68,086 | 65,116 | ||||||||
| Net interest income | 97,765 | 97,040 | 99,285 | 100,369 | ||||||||
| Provision for loan losses | 69,750 | 63,423 | 20,736 | 26,000 | ||||||||
| Other operating income (REO expense) | 11,518 | 74,419 | (25,877 | ) | (20,105 | ) | ||||||
| Other operating expense | 26,977 | 39,961 | 32,877 | 31,665 | ||||||||
| Income before income taxes | 12,556 | 68,075 | 19,795 | 22,599 | ||||||||
| Income taxes | 4,645 | (14,036 | ) | 7,127 | 6,636 | |||||||
| Net income | $ | 7,911 | $ | 82,111 | $ | 12,668 | $ | 15,963 | ||||
| Basic earnings per share | $ | 0.08 | $ | 0.73 | $ | 0.11 | $ | 0.14 | ||||
| Diluted earnings per share | 0.07 | 0.73 | 0.11 | 0.14 | ||||||||
| Cash dividends per share | 0.05 | 0.05 | 0.05 | 0.05 | ||||||||
| Return of average assets | 0.25 | % | 2.44 | % | 0.37 | % | 0.47 | % | ||||
NOTE Q Fair Value Measurements
U.S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. U.S. GAAP also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
58
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active exchange markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The following is a description of the valuation methodologies used to measure and report fair value of financial assets and liabilities on a recurring or nonrecurring basis:
Measured on a Recurring Basis
Securities
Securities available for sale are recorded at fair value on a recurring basis. Fair value is determined with quoted prices for similar assets or liabilities, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data (Level 2).
The following table presents the balance of assets measured at fair value on a recurring basis at September 30, 2011:
| Fair Value at September 30, 2011 | |||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||
| (In thousands) | |||||||||||
| Available-for-sale securities | |||||||||||
| Equity securities | — | 534 | — | 534 | |||||||
| Obligations of U.S. government | — | 189,993 | — | 189,993 | |||||||
| Obligations of states and political subdivisions | — | 23,568 | — | 23,568 | |||||||
| Obligations of foreign governments | — | — | — | — | |||||||
| Corporate debt securities | — | 29,959 | — | 29,959 | |||||||
| Agency pass through mortgage-backed securities | — | 3,011,090 | — | 3,011,090 | |||||||
| Other debt securities | — | — | — | — | |||||||
| Balance at end of period | — | 3,255,144 | — | 3,255,144 | |||||||
There were no transfers between, into and/or out of Levels 1, 2 or 3 during the quarter ended September 30, 2011.
Measured on a Nonrecurring Basis
Impaired Loans & Real Estate Held for Sale
From time to time, and on a nonrecurring basis, fair value adjustments to collateral dependent loans and real estate held for sale are recorded to reflect write-downs of principal balances based on the current appraised or estimated value of the collateral.
Real estate held for sale consists principally of properties acquired through foreclosure.
The following table presents the aggregated balance of assets measured at estimated fair value on a nonrecurring basis for the year ended September 30, 2011, and the total losses resulting from those fair value adjustments for the quarter and year ended September 30, 2011. The following estimated fair values are shown gross of estimated selling costs:
59
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
| Through September 30, 2011 | Quarter Ended September 30, 2011 | Year Ended September 30, 2011 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Total Losses | |||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||
| Impaired loans (1) | $ | — | — | $ | — | — | $ | 242,159 | $ | 242,159 | $ | 1,660 | $ | 37,550 | |||||||||||
| Covered REO (2) | — | — | — | — | 24,149 | 24,149 | 9,752 | 9,752 | |||||||||||||||||
| Real estate held for sale (2) | — | — | — | — | 90,914 | 90,914 | 20,244 | 50,788 | |||||||||||||||||
| Balance at end of period | $ | — | $ | — | $ | 357,222 | $ | 357,222 | $ | 31,656 | $ | 98,090 | |||||||||||||
___________________
| (1) | The losses represents remeasurements of collateral dependent loans. |
| (2) | The losses represents aggregate writedowns and charge-offs on real estate held for sale. |
There were no liabilities carried at fair value, measured on a recurring or nonrecurring basis, at September 30, 2011.
60
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
NOTE R Covered Assets
Covered assets represent loans and real estate held for sale acquired from the FDIC that are subject to loss sharing agreements and were $438,566,000 as of September 30, 2011, versus $578,629,000 as of September 30, 2010.
The Company evaluated the acquired loans for impairment. Loans are accounted for under ASC 310-30 when there is evidence of credit deterioration since origination and for which it is probable, at acquisition, that the Company would be unable to collect all contractually required payments. The following table reflects the carrying value of all acquired impaired and non-impaired loans as of September 30, 2011 and 2010:
| September 30, 2011 | September 30, 2010 | ||||||||||||||||||
Acquired Impaired Loans | Acquired Non-impaired Loans | Total | Acquired Impaired Loans | Acquired Non-impaired Loans | Total | ||||||||||||||
| (In thousands) | |||||||||||||||||||
| Single-family residential | $ | 9,235 | $ | 46,214 | $ | 55,449 | $ | 7,872 | $ | 58,863 | $ | 66,735 | |||||||
| Construction – speculative | 8,006 | 1,315 | 9,321 | 24,353 | 5,277 | 29,630 | |||||||||||||
| Construction – custom | 2,799 | — | 2,799 | 6,533 | 394 | 6,927 | |||||||||||||
| Land – acquisition & development | 32,159 | 15,058 | 47,217 | 78,308 | 24,674 | 102,982 | |||||||||||||
| Land – consumer lot loans | 499 | 654 | 1,153 | 499 | 1,314 | 1,813 | |||||||||||||
| Multi-family | 9,333 | 34,906 | 44,239 | 12,342 | 41,916 | 54,258 | |||||||||||||
| Commercial real estate | 101,599 | 148,464 | 250,063 | 127,844 | 181,143 | 308,987 | |||||||||||||
| Commercial & industrial | 35,993 | 22,881 | 58,874 | 45,214 | 38,340 | 83,554 | |||||||||||||
| HELOC | 1,829 | 21,730 | 23,559 | 1,911 | 24,676 | 26,587 | |||||||||||||
| Consumer | 1,485 | 1,199 | 2,684 | 1,956 | 1,955 | 3,911 | |||||||||||||
| Total covered loans | $ | 202,937 | $ | 292,421 | $ | 495,358 | $ | 306,832 | $ | 378,552 | $ | 685,384 | |||||||
| Allowance for losses | (3,766 | ) | — | (3,766 | ) | — | — | — | |||||||||||
| $ | 199,171 | $ | 292,421 | $ | 491,592 | $ | 306,832 | $ | 378,552 | $ | 685,384 | ||||||||
| Discount | (109,409 | ) | (150,910 | ) | |||||||||||||||
| Covered loans, net | $ | 382,183 | $ | 534,474 | |||||||||||||||
61
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
Changes in the carrying amount and accretable yield for acquired impaired and non-impaired loans were as follows for the fiscal years ended September 30, 2011 and 2010:
| September 30, 2011 | September 30, 2010 | ||||||||||||||||||||||||||||||
| Acquired Impaired | Acquired Non-impaired | Acquired Impaired | Acquired Non-impaired | ||||||||||||||||||||||||||||
Accretable Yield | Carrying Amount of Loans | Accretable Yield | Carrying Amount of Loans | Accretable Yield | Carrying Amount of Loans | Accretable Yield | Carrying Amount of Loans | ||||||||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | 27,019 | $ | 190,530 | $ | 39,813 | $ | 343,944 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Additions | — | — | — | — | 36,731 | 246,383 | 50,000 | 425,000 | |||||||||||||||||||||||
| Reclassification from nonaccretable balance, net | 24,025 | — | — | — | — | — | — | — | |||||||||||||||||||||||
| Accretion | (13,972 | ) | 13,972 | (9,443 | ) | 9,443 | (9,712 | ) | 9,712 | (10,187 | ) | 10,187 | |||||||||||||||||||
| Transfers to REO | — | (54,638 | ) | — | — | — | (34,536 | ) | — | — | |||||||||||||||||||||
| Payments received, net | — | (33,803 | ) | — | (83,499 | ) | — | (31,029 | ) | — | (91,243 | ) | |||||||||||||||||||
| Balance at end of period | $ | 37,072 | $ | 116,061 | $ | 30,370 | $ | 269,888 | $ | 27,019 | $ | 190,530 | $ | 39,813 | $ | 343,944 | |||||||||||||||
At September 30, 2011, none of the acquired impaired or non-impaired loans were classified as non-performing assets. Therefore, interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, was recognized on all acquired loans. The allowance for credit losses related to the acquired loans results from decreased expectations of future cash flows due to increased credit losses for certain acquired loan pools.
The outstanding principal balance of acquired loans was $491,592,000 and $685,384,000 as of September 30, 2011 and September 30, 2010, respectively. The discount balance related to the acquired loans was $109,409,000 and $150,910,000 as of September 30, 2011 and September 30, 2010, respectively.
The following table shows the year to date activity for the FDIC indemnification asset:
| September 30, 2011 | September 30, 2010 | ||||||
| (In thousands) | |||||||
| Balance at beginning of period | $ | 131,128 | $ | — | |||
| Additions | 7,707 | 227,500 | |||||
| Payments received | (32,828 | ) | (92,551 | ) | |||
| Amortization | (10,239 | ) | (8,150 | ) | |||
| Accretion | 3,103 | 4,329 | |||||
| Balance at end of period | $ | 98,871 | $ | 131,128 | |||
62
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
The following tables provide information on covered loans based on credit quality indicators (defined in Note A) as of September 30, 2011:
Credit Risk Profile by Internally Assigned Grade:
| Internally Assigned Grade | Total Net Loans | ||||||||||||||||||||||
| Pass | Special mention | Substandard | Doubtful | Loss | |||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Purchased non-credit impaired loans: | |||||||||||||||||||||||
| Single-family residential | $ | 45,619 | $ | — | $ | 595 | $ | — | $ | — | $ | 46,214 | |||||||||||
| Construction - speculative | 1,315 | — | — | — | — | 1,315 | |||||||||||||||||
| Construction - custom | — | — | — | — | — | — | |||||||||||||||||
| Land - acquisition & development | 8,383 | 6,315 | 360 | — | — | 15,058 | |||||||||||||||||
| Land - consumer lot loans | 543 | — | 111 | — | — | 654 | |||||||||||||||||
| Multi-family | 32,448 | — | 2,458 | — | — | 34,906 | |||||||||||||||||
| Commercial real estate | 118,124 | 1,361 | 28,979 | — | — | 148,464 | |||||||||||||||||
| Commercial & industrial | 13,717 | 4,481 | 4,239 | 444 | — | 22,881 | |||||||||||||||||
| HELOC | 21,730 | — | — | — | — | 21,730 | |||||||||||||||||
| Consumer | 1,199 | — | — | — | — | 1,199 | |||||||||||||||||
| 243,078 | 12,157 | 36,742 | 444 | — | 292,421 | ||||||||||||||||||
| Total grade as a % of total net loans | 83.1 | % | 4.2 | % | 12.6 | % | 0.2 | % | — | % | |||||||||||||
| Purchased credit impaired loans: | |||||||||||||||||||||||
| Pool 1 - Construction and land A&D | 9,982 | 2,980 | 54,682 | — | — | 67,644 | |||||||||||||||||
| Pool 2 - Single-family residential | 3,667 | — | 8,263 | — | — | 11,930 | |||||||||||||||||
| Pool 3 - Multi-family | — | — | 3,324 | — | — | 3,324 | |||||||||||||||||
| Pool 4 - HELOC & other consumer | 3,544 | — | 5,411 | — | — | 8,955 | |||||||||||||||||
| Pool 5 - Commercial real estate | 418 | 30,579 | 48,069 | — | — | 79,066 | |||||||||||||||||
| Pool 6 - Commercial & industrial | 2,859 | 2,725 | 25,662 | 772 | — | 32,018 | |||||||||||||||||
| $ | 20,470 | $ | 36,284 | $ | 145,411 | $ | 772 | $ | — | 202,937 | |||||||||||||
| Total covered loans | 495,358 | ||||||||||||||||||||||
| Discount | (109,409 | ) | |||||||||||||||||||||
| Allowance | $ | (3,766 | ) | ||||||||||||||||||||
| Covered loans, net | $ | 382,183 | |||||||||||||||||||||
63
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2011, 2010 AND 2009
The following table provides an analysis of the age of purchased non-credit impaired loans in past due status for the period ended September 30, 2011.
Amount of Loans Net of LIP & Chg.-Offs | Days Delinquent Based on $ Amount of Loans | % based on $ | ||||||||||||||||||||||||
| Type of Loans | Current | 30 | 60 | 90 | Total | |||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Single-family residential | $ | 46,214 | $ | 43,445 | $ | 1,034 | $ | 30 | $ | 1,705 | $ | 2,769 | 5.99 | % | ||||||||||||
| Construction - speculative | 1,315 | 1,315 | — | — | — | — | NM | |||||||||||||||||||
| Construction - custom | — | — | — | — | — | — | NM | |||||||||||||||||||
| Land - acquisition & development | 15,058 | 13,344 | 487 | — | 1,227 | 1,714 | 11.38 | % | ||||||||||||||||||
| Land - consumer lot loans | 654 | 527 | 16 | — | 111 | 127 | 19.42 | % | ||||||||||||||||||
| Multi-family | 34,906 | 33,398 | — | — | 1,508 | 1,508 | 4.32 | % | ||||||||||||||||||
| Commercial real estate | 148,464 | 142,060 | 1,527 | — | 4,877 | 6,404 | 4.31 | % | ||||||||||||||||||
| Commercial & industrial | 22,881 | 18,049 | 3,606 | 703 | 523 | 4,832 | 21.12 | % | ||||||||||||||||||
| HELOC | 21,730 | 20,339 | 731 | 391 | 269 | 1,391 | 6.40 | % | ||||||||||||||||||
| Consumer | 1,199 | 1,123 | 31 | 8 | 37 | 76 | 6.34 | % | ||||||||||||||||||
| $ | 292,421 | $ | 273,600 | $ | 7,432 | $ | 1,132 | $ | 10,257 | $ | 18,821 | 6.44 | % | |||||||||||||
64
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Washington Federal, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system was designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements.
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2011. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, the Company's management believes that as of September 30, 2011, the Company's internal control over financial reporting was effective based on those criteria.
The Company's independent auditors, Deloitte & Touche LLP, an independent registered public accounting firm, have issued an audit report on the Company's internal control over financial reporting and their report follows.
November 16, 2011
Roy M. Whitehead
Chairman, President and
Chief Executive Officer
Brent J. Beardall
Executive Vice President and
Chief Financial Officer
65
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Washington Federal, Inc.
Seattle, Washington
We have audited the accompanying consolidated statements of financial condition of Washington Federal, Inc. and subsidiaries (the “Company”) as of September 30, 2011 and 2010, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended September 30, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Washington Federal, Inc. and subsidiaries as of September 30, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2011, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of September 30, 2011, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 16, 2011 expressed an unqualified opinion on the Company's internal control over financial reporting.
Seattle, Washington
November 16, 2011
66
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROLS
To the Board of Directors and Stockholders of
Washington Federal, Inc.
Seattle, Washington
We have audited the internal control over financial reporting of Washington Federal, Inc. and subsidiaries (the “Company”) as of September 30, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because management's assessment and our audit were conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), management's assessment and our audit of the Company's internal control over financial reporting included controls over the preparation of the schedules equivalent to the basic financial statements in accordance with the former Office of Thrift Supervision Instructions for the Thrift Financial Report (“TFR”) for Schedules SC, SO, and the Reconciliation of Equity Capital included on Schedule SI. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, including controls over the preparation of regulatory financial statements in accordance with the instructions for the TFR, included in the accompanying Management Report. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2011, including controls over the preparation of regulatory financial statements in accordance with the instructions for the TFR, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have not examined and, accordingly, we do not express an opinion or any other form of assurance on management's statement referring to compliance with laws and regulations.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended September 30, 2011, of the Company and our report dated November 16, 2011, expressed an unqualified opinion on those consolidated financial statements.
Seattle, Washington
November 16, 2011
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Performance Graphs
The following graphs compare the cumulative total return to Washington Federal stockholders (stock price appreciation plus reinvested dividends) to the cumulative total return of the Nasdaq Stock Market Index (U.S. Companies) and the Nasdaq Financial Stocks Index for the five year period ended September 30, 2011 and since Washington Federal first became a publicly traded company on November 9, 1982, respectively. The graphs assume that $100 was invested on September 30, 2006 and November 9, 1982, respectively, in Washington Federal Common Stock, the Nasdaq Stock Market Index and the Nasdaq Financial Stocks Index, and that all dividends were reinvested. Management of Washington Federal cautions that the stock price performance shown in the graphs below should not be considered indicative of potential future stock price performance.
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GENERAL CORPORATE AND
STOCKHOLDERS' INFORMATION
| Corporate | 425 Pike Street |
| Headquarters | Seattle, Washington 98101 |
(206) 624-7930
| Independent | Deloitte & Touche LLP |
| Auditors | Seattle, Washington |
| Transfer Agent, | Stockholder inquiries regarding transfer |
| Registrar and | requirements, cash or stock dividends, lost |
| Dividend | certificates, consolidating records, correcting |
| Disbursing | a name or changing an address should be |
| Agent | directed to the transfer agent: |
American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
Telephone: 1-888-888-0315
www.amstock.com
| Annual Meeting | The annual meeting of stockholders will be |
held on January 18, 2012, at 2 p.m., Pacific Time at
Westin Hotel, 1900 5th Avenue,
Seattle, Washington
| Form 10-K | To find out more about the Company, please visit our website. The Company uses its website to distribute financial and other material information about the Company. This report and all SEC filings of the Company are available through the Company's website: |
www.washingtonfederal.com
Stock
| Information | Washington Federal, Inc. is traded on the NASDAQ Global Select Market. The common stock symbol is WFSL. At September 30, 2011, there were approximately 1,778 stockholders of record. |
| Stock Prices | |||||||||
| Quarter Ended | High | Low | Dividends | ||||||
| December 31, 2009 | $ | 19.98 | $ | 16.25 | $ | 0.05 | |||
| March 31, 2010 | 20.99 | 18.65 | 0.05 | ||||||
| June 30, 2010 | 21.56 | 16.44 | 0.05 | ||||||
| September 30, 2010 | 17.42 | 14.43 | 0.05 | ||||||
| December 31, 2010 | 17.00 | 14.63 | 0.06 | ||||||
| March 31, 2011 | 18.52 | 16.69 | 0.06 | ||||||
| June 30, 2011 | 17.40 | 14.98 | 0.06 | ||||||
| September 30, 2011 | 17.43 | 12.74 | 0.06 | ||||||
Our Board of Directors' dividend policy is to review our financial performance, capital adequacy, regulatory compliance and cash resources on a quarterly basis, and, if such review is favorable, to declare and pay a cash dividend to shareholders.
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DIRECTORS AND EXECUTIVE OFFICERS
| BOARD OF DIRECTORS | EXECUTIVE MANAGEMENT COMMITTEE | ||
ROY M. WHITEHEAD Chairman, President and Chief Executive Officer | ROY M. WHITEHEAD Chairman, President and Chief Executive Officer | ||
DEREK L. CHINN Former President and Chief Executive Officer, United Savings and Loan Bank | BRENT J. BEARDALL Executive Vice President and Chief Financial Officer | ||
JOHN F. CLEARMAN Former Chief Financial Officer, Milliman USA, Inc. | LINDA S. BROWER Executive Vice President Human Resources, Deposit Operations and Marketing | ||
JAMES J. DOUD, JR. Former Executive Vice President and Chief Operating Officer of Matthew G. Norton Co. | EDWIN C. HEDLUND Executive Vice President Mortgage & Consumer Lending and Corporate Secretary | ||
H. DENNIS HALVORSON Former Chief Executive Officer, United Bank | JACK B. JACOBSON Executive Vice President Commercial Real Estate | ||
ANNA C. JOHNSON Senior Partner Scan East West Travel | THOMAS E. KASANDERS Executive Vice President Business Banking | ||
THOMAS J. KELLEY Faculty member, Albers School of Business, Seattle University and retired partner, Arthur Andersen LLP | MARK A. SCHOONOVER Executive Vice President Chief Credit Officer | ||
LIANE J. PELLETIER Former Chief Executive Officer, President and Chairman of Alaska Communications | ANGELA D. VEKSLER Senior Vice President Chief Information Officer | ||
CHARLES R. RICHMOND Former Executive Vice President, Washington Federal | |||
BARBARA L. SMITH, PhD. Owner, B. Smith Consulting Group | |||
MARK N. TABBUTT Chairman of Saltchuk Resources | |||
| DIRECTOR EMERITUS | |||
| W. ALDEN HARRIS | |||
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