FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended. .. . .. . .. . .. . . June 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to For Quarter Ended June 30, 1998 Commission file number 0 25454 WASHINGTON FEDERAL, INC. (Exact name of registrant as specified in its charter) Washington 91-1661606 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 425 Pike Street Seattle, Washington 98101 (Address of principal executive offices and Zip Code) (206) 624-7930 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X . No . (2) Yes X . No . APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of class: JULY 31, 1998 Common stock, $1.00 par value 52,458,240 shares WASHINGTON FEDERAL, INC. AND SUBSIDIARIES PART I Item 1. Financial Statements The Consolidated Financial Statements of Washington Federal, Inc. and Subsidiaries filed as a part of the report are as follows: Consolidated Statements of Financial Condition as of June 30, 1998 and September 30, 1997. . . . . . . . . . Page 3 Consolidated Statements of Operations for the three and nine months ended June 30, 1998 and 1997. . . . . . . . . Page 4 Consolidated Statements of Cash Flows for the nine months ended June 30, 1998 and 1997 . . . . . . . . . . Page 5 Notes to Consolidated Financial Statements. . . . . . . . . . . . Page 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . Page 7 PART II Item 1. Legal Proceedings . . . . . . . . . . . . .. . . . . Page 13 Item 2. Changes in Securities. . . . . . . . . . . .. . . . . . . Page 13 Item 3. Defaults upon Senior Securities. . . . . . . .. . . . . . . Page 13 Item 4. Submission of Matters to a Vote of Stockholders .. . . . . . . . . Page 13 Item 5. Other Information . . . . . . . . . . . . .. . . . . Page 13 Item 6. Exhibits and Reports on Form 8-K . . . . . . .. . . . . . . Page 13 Signatures . . . . . . . . . . . . . . . . . .Page 14 WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) June 30, 1998 September 30, 1997 (In thousands, except per share data) ASSETS Cash. . . . . . . . . . . . . . . . . . . . . . $ 27,938 $ 23,444 Available-for-sale securities . . . . . . . . . 634,670 672,132 Held-to-maturity securities . . . . . . . . . . 478,507 564,747 Loans receivable. . . . . . . . . . . . . . . .4,148,377 4,190,776 Interest receivable . . . . . . . . . . . . . . 35,018 36,383 Premises and equipment, net . . . . . . . . . . 48,281 47,552 Real estate held for sale . . . . . . . . . . . 29,942 30,189 FHLB stock. . . . . . . . . . . . . . . . . . . 99,176 93,584 Costs in excess of net assets acquired. . . . . 55,153 58,774 Other assets. . . . . . . . . . . . . . . . . . 1,908 2,008 $5,558,970 $5,719,589 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Customer accounts Savings and demand accounts . . . . . . . . $3,003,660 $2,905,371 Repurchase agreements with customers. . . . 79,494 72,660 3,083,154 2,978,031 FHLB advances . . . . . . . . . . . . . . . . .1,063,000 1,601,000 Other borrowings, primarily securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . . . 515,786 303,544 Advance payments by borrowers for taxes and insurance. . 15,024 26,340 Federal and state income taxes. . . . . . . . . 64,420 52,259 Accrued expenses and other liabilities. . . . . 44,914 40,670 4,786,298 5,001,844 Stockholders' equity Common stock, $1.00 par value, 100,000,000 shares authorized; 56,377,092 and 51,137,889 shares issued; 52,447,284 and 47,508,759 shares outstanding. . . . . . . . 56,377 51,138 Paid-in capital . . . . . . . . . . . . . . . . 713,731 573,241 Valuation adjustment for available-for-sale securities, net of taxes. . 33,000 30,000 Treasury stock, at cost; 3,929,808 and 3,629,130 shares. ( 67,202) ( 68,266) Retained earnings . . . . . . . . . . . . . . . 36,766 131,632 772,672 717,745 $5,558,970 $5,719,589 CONSOLIDATED FINANCIAL HIGHLIGHTS Stockholders' equity per share. . . . . . . . .$ 14.73 $ 13.74 Stockholders' equity to total assets. . . . . . 13.90% 12.55% Loans serviced for others . . . . . . . . . . . $ 83,003 $ 119,897 Weighted average rates at period end Loans and mortgage-backed securities . . . . 8.07% 8.17% Investment securities* . . . . . . . . . . . 7.73 7.72 Combined rate on loans, mortgage-backed securities and investment securities . . 8.05 8.14 Customer accounts. . . . . . . . . . . . . . 5.11 5.18 Borrowings . . . . . . . . . . . . . . . . . 5.53 5.51 Combined cost of customer accounts and borrowings . . . . . . . 5.25 5.31 Interest rate spread . . . . . . . . . . . . 2.80 2.83 *Includes municipal bonds at tax equivalent yields WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Quarter Ended June 30, Nine Months Ended June 30, 1998 1997 1998 1997 (In thousands, except per share data) INTEREST INCOME Loans. . . . . . . . . . . . $ 90,767 $ 91,002 $274,567 $265,646 Mortgage-backed securities . 17,657 18,468 51,735 56,593 Investment securities. . . . 6,500 6,811 19,785 19,715 114,924 116,281 346,087 341,954 INTEREST EXPENSE Customer accounts. . . . . . 38,694 36,465 116,092 104,366 FHLB advances and other borrowings . . 23,184 28,935 74,002 87,008 61,878 65,400 190,094 191,374 Net interest income. . . . . 53,046 50,881 155,993 150,580 Provision for loan losses. . 224 201 555 614 Net interest income after provision for loan losses 52,822 50,680 155,438 149,966 OTHER INCOME Gain on sale of securities . 1,633 340 3,969 340 Other. . . . . . . . . . . . 1,406 1,086 3,937 2,864 3,039 1,426 7,906 3,204 OTHER EXPENSE Compensation and fringe benefits . . . 6,427 6,164 18,481 18,055 Federal insurance premiums . 450 523 1,342 1,866 Occupancy expense. . . . . . 977 1,036 3,072 3,082 Other. . . . . . . . . . . . 3,712 3,458 11,008 10,260 11,566 11,181 33,903 33,263 Gains on real estate owned, net. . . . 40 515 236 755 Income before income taxes . 44,335 41,440 129,677 120,662 Income taxes . . . . . . . . 15,883 14,425 46,179 43,140 NET INCOME . . . . . . . . . $ 28,452 $ 27,015 $ 83,498 $ 77,522 PER SHARE DATA Basic earnings per share . . $ .54 $ .52 $ 1.59 $ 1.50 Diluted earnings per share . $ .54 $ .51 $ 1.58 $ 1.49 Cash dividends . . . . . . . $ .23 $ .21 $ .67 $ .61 Weighted average number of shares outstanding, including dilutive stock options . . 53,017,152 52,717,585 52,958,111 52,052,763 Return on average assets . . 2.05% 1.89% 1.99% 1.83% WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 30, 1998 1997 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net Income . . . . . . . . . . . . . . . . . . $ 83,498 $ 77,522 Adjustments to reconcile net income to net cash provided by operating activities Amortization of fees, discounts and premiums, net. ( 20,690) ( 13,451) Amortization of costs in excess of net assets acquired . . . . . . 4,524 4,091 Depreciation . . . . . . . . . . . . . . . . 1,755 1,560 Gains on investment securities and real estate held for sale . . . ( 4,205) ( 1,036) Decrease in accrued interest receivable. . . 1,365 1,834 Increase in income taxes payable . . . . . . 9,161 7,850 FHLB stock dividends . . . . . . . . . . . . ( 5,592) ( 4,834) Decrease in other assets . . . . . . . . . . 100 9,166 Increase (decrease) in accrued expenses and other liabilities. . . 3,941 ( 467) Net cash provided by operating activities. . . 73,857 82,235 CASH FLOWS FROM INVESTING ACTIVITIES Loans and contracts originated Loans on existing property . . . . . . . . . (540,645) (402,663) Construction loans . . . . . . . . . . . . . (358,920) (300,970) Land loans . . . . . . . . . . . . . . . . . ( 77,199) ( 54,067) Loans refinanced . . . . . . . . . . . . . . (119,404) ( 30,144) (1,096,168) (787,844) Savings account loans originated . . . . . . . ( 3,880) ( 5,752) Loan principal repayments. . . . . . . . . . . 1,111,384 722,471 Increase (decrease) in undisbursed loans in process. 40,651 (18,761) Loans purchased. . . . . . . . . . . . . . . . ( 1,445) ( 764) Purchase of available-for-sale securities. . . (102,865) (44,187) Principal payments and maturities of available-for-sale securities . 110,625 70,900 Sales of available-for-sale securities . . . . 43,969 109,252 Principal payments and maturities of held-to-maturity securities . . . . . . . . . . . . . . . 87,046 47,765 Proceeds from sale of real estate held for sale . . 8,191 9,770 Premises and equipment purchased, net . . . . ( 2,484) ( 6,254) FHLB stock purchased . . . . . . . . . . . . . --- (9,057) Cash received from acquisitions . . . . . . . --- 3,590 Net cash provided by investing activities. . . 195,024 91,129 CASH FLOWS FROM FINANCING ACTIVITIES Net increase in customer accounts. . . . . . . 105,123 66,164 Decrease in short-term borrowings. . . . . . . (723,258) (184,862) Proceeds from long-term borrowings . . . . . . 400,000 --- Repayments of long-term borrowings . . . . . . (2,500) --- Proceeds from exercise of common stock options 940 535 Proceeds from employee stock ownership plan. . 1,637 --- Treasury stock purchased . . . . . . . . . . . --- ( 502) Dividends. . . . . . . . . . . . . . . . . . . ( 35,013) ( 31,811) Decrease in advance payments by borrowers for taxes and insurance. . ( 11,316)( 9,113) Net cash used by financing activities. . . . . (264,387) (159,589) Increase in cash . . . . . . . . . . . . . . . 4,494 13,775 Cash at beginning of period. . . . . . . . . . 23,444 19,635 Cash at end of period. . . . . . . . . . . . . $ 27,938 $ 33,410 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Noncash investing activities Real estate acquired through foreclosure . . $ 7,708 $ 4,119 Cash paid during the period for Interest . . . . . . . . . . . . . . . . . . 188,139 192,052 Income taxes . . . . . . . . . . . . . . . . 41,000 36,930 NOTE A - Basis of Presentation The consolidated interim financial statements included in this report have been prepared by Washington Federal, Inc. ("Company") without audit. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation are reflected in the interim financial statements. The September 30, 1997 Consolidated Statement of Financial Condition was derived from audited financial statements. NOTE B - Cash Dividend Paid Dividends per share increased to 23 cents for the quarter ended June 30, 1998 compared with 21 cents for the same period one year ago. On July 24, 1998 the Company paid its 62nd consecutive quarterly cash dividend. NOTE C - Stock Dividend On January 28, 1998, the Board of Directors of the Company declared an eleven-for-ten stock split in the form of a 10% stock dividend to stockholders of record on February 12, 1998 which was distributed on February 26, 1998. All previously reported per share amounts have been adjusted accordingly. NOTE D - Earnings per Share SFAS No. 128, "Earnings per Share"(SFAS No. 128)" was issued in February, 1997. Under SFAS No. 128, the Company is required to present both basic and diluted EPS on the face of its statement of operations. The following table provides a reconciliation of the numerators and denominators of the basic and diluted computations. Income. . Shares Per-Share (Numerator) (Denominator) Amount Basic EPS Income available to common stockholders $83,498,000 52,447,284 $1.59 Diluted EPS Income available to common stockholders plus assumed conversions $83,498,000 52,958,111 $1.58 GENERAL Washington Federal, Inc. (the "Company") is a unitary savings and loan holding company. The Company's wholly-owned subsidiary, Washington Federal Savings (the "Association") is the Company's primary operating entity. THE YEAR 2000 ISSUE Most existing computer programs use only two digits to identify the year in a date field making the assumption that the year's first two digits will always be 19. These programs were developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results on or after January 1, 2000. For example, if an interest calculation were made for the month of January 2000, but the system assumed the year was 1900 the results could be materially erroneous. Beginning a few years ago the Company began to assess the Year 2000 issue, including upgrades to its software and hardware. Based on this assessment the Company implemented a plan to renovate and test its computer applications by December 31, 1998. As of June 30, 1998, management estimates 65% of the renovation has occurred. The Company's assessment segregated computer applications into three categories: mission critical systems, secondary systems and embedded systems. The mission critical systems were identified as those systems necessary to deliver our product to our customer base and include the mainframe hardware system and the software systems written for loans, deposits and the general ledger. The success of our Year 2000 renovation relies on the written assurances of our equipments supplies, as well as our testing of that system. The software programs, which were all written internally, are being renovated and tested by the Company's data processing department. The Company's secondary systems are primarily personal computer based software programs which provide financial data for internal use. Examples of these secondary systems include payroll, fixed assets and stock options. Most of these systems were written by external vendors and the Company relies on their written assurances that their software is Year 2000 compliant as well as our own testing of the systems. The Company's embedded systems include items as diverse as the computer chips in the heating, ventilation and air conditioning system to office building elevators. The Company has identified those systems and has contacted vendors to have systems tested and, if necessary, corrected. The Company maintains written documentation of contracts with vendors. Every two months the Company reports to its Board of Directors the progress made in addressing the Year 2000 issue including time lines and percentages of completion. Management is striving to meet its target of December 31, 1998 to have its systems renovated and tested for Year 2000 compliance. Management recently reported the results of an Office of Thrift Supervision examination of the Company's Year 2000 compliance issues to the Board of Directors, which found the report to be satisfactory. Through June 30, 1998 the Company has not incurred any material incremental costs to become Year 2000 compliant. The Company's mission critical systems are being renovated and tested by the already existing data processing staff. However, it should be noted that approximately 40% of data processing man hours are devoted to the Year 2000 project. The Company estimates the total amount of time and money expended to become Year 2000 compliant will have no material impact on the Company's results of operations or financial condition. The Company realizes that Year 2000 failures are still possible. No estimate can be made of a range of amounts of loss should Year 2000 errors occur. During the latter part of 1998 and early 1999 the Company will be developing and testing contingency plans to ensure that mission critical functions can continue if one or more systems fail as a result of a Year 2000 failure. The plan will take into account the impact of failure of hardware, internal systems, external systems and external service providers including power and telecommunications. These plans will be based on existing data backup procedures, manual operating procedures and alternative sources of power that have been developed by the Company over the last 10 years. INTEREST RATE RISK The Company assumes a high level of interest rate risk as a result of its policy to originate fixed-rate single family home loans which are longer term in nature than the short-term characteristics of its liabilities of customer accounts and borrowed money. At June 30, 1998 the Company had a negative one year maturity gap of approximately 43% of total assets. The interest rate spread declined to 2.80% at June 30, 1998 from 2.83%at September 30, 1997. Interest rate spreads for the three previous quarters were relatively flat. During this phase of the interest rate cycle the Company chose to control its asset growth, strengthen its capital position and deleverage the balance sheet by reducing its borrowed money. FHLB advances and other borrowed money decreased to an equivalent of 28.4% of total assets at June 30, 1998, compared to 33.3% of total assets at September 30, 1997. LIQUIDITY AND CAPITAL RESOURCES The Company's net worth at June 30, 1998 was $772,672,000 or 13.9% of total assets. This is an increase of $54,927,000 from September 30, 1997 when net worth was $717,745,000 or 12.6% of total assets. Under stock repurchase programs previously authorized by the Board of Directors, the Company has approximately 970,000 available to repurchase. The Company did not repurchase any shares during the nine months ended June 30, 1998. LIQUIDITY AND CAPITAL RESOURCES(continued) During the nine months ended June 30, 1998, the Washington Federal Savings Profit Sharing Retirement Plan and Employee Stock Ownership Plan ("ESOP") was authorized by various employees to purchase Company common stock for their account from their vested funds. The Company issued from treasury stock 62,233 shares of Company common stock to the ESOP at an average purchase price of $26.31 per share. On April 28, 1998, the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-8( Commission File No. 333-51143) to register 300,000 additional shares to be issued under the ESOP. The Company's percentage of net worth to total assets is among the highest in the nation and the Association's regulatory capital ratios are over three times the minimum required under Office of Thrift Supervision ("OTS") regulations. Management believes this strong net worth position will help protect earnings against interest rate risk and enable it to compete more effectively for controlled growth through acquisitions and increased customer deposits. The Company's cash and investment securities amounted to $291,492,000, a $21,702,000 decrease from nine months ago. The minimum liquidity levels of the Association are governed by the regulations of the OTS. Liquidity is defined as the ratio of average eligible unpledged liquid assets to the sum of average withdrawable savings plus short-term borrowings. Currently, the Association is required to maintain total liquidity at four percent. At June 30, 1998, total liquidity was 13.44% compared to 5.06% at September 30, 1997. CHANGES IN FINANCIAL CONDITION Available-for-sale and held-to-maturity securities. The Company purchased $62,866,000 of mortgage-backed securities during the nine month period, all of which were categorized as available- for-sale. Despite the purchase of mortgage-backed securities, the portfolio declined $123,702,000 (10%) due to repayments of $197,671,000 during the nine month period. As of June 30, 1998, the Company had unrealized gains on available-for-sale securities of $33,000,000, net of tax, which were recorded as part of stockholders' equity. Loans receivable. Loans receivable fell (1)% during the nine month period to $4,148,377,000 at June 30, 1998 from $4,190,776,000 at September 30, 1997. The net loans receivable balance declined despite a 39% increase in loan origination volume to $1,096,168,000 for the nine months ended June 30, 1998 compared with the $787,844,000 for the same period one year ago. Total repayments and prepayments for the nine months ended June 30, 1998 were $1,111,384,000. CHANGES IN FINANCIAL CONDITION(continued) The Company measures loans that will not be repaid in accordance with their contractual terms using a discounted cash flow methodology or the fair value of the collateral for certain loans. Smaller balance loans are excluded with limited exceptions. At June 30, 1998, the Company's recorded investment in impaired loans was $9.3 million which had allocated reserves of $2.0 million. Loans of $3.8 million did not require reserves. The average balance of impaired loans during the quarter was $9.4 million and interest income (cash received) from impaired loans was $107,000. For the nine months ended June 30, 1998 the average amount of impaired loans was $9.7 million and interest income (cash received) from impaired loans was $302,000. Costs in excess of net assets acquired. The Company periodically monitors costs in excess of net assets acquired for potential impairment of which there was none at June 30, 1998. The Company will continue to evaluate these assets and, if appropriate, provide for any diminuition in value of these assets. Customer accounts. Customer accounts at June 30, 1998 were $3,083,154,000 compared with $2,978,031,000 at September 30, 1997. FHLB advances and other borrowings. Total borrowings decreased to $1,578,786,000. See Interest Rate Risk above. RESULTS OF OPERATIONS Net interest income increased $2,165,000 (4%) to $53,046,000 for the June 1998 quarter from $50,881,000 a year ago, while net interest income increased $5,413,000 (4%) to $155,993,000 for the nine months ended June 30, 1998 from the $150,580,000 for the same period of 1997. The net interest spread was 2.80% at June 30, 1998, unchanged from December 31, 1997 and 2.82% at June 30, 1997. Interest income on loans decreased $235,000 (<1%) to $90,767,000 for the quarter ended June 30, 1998 from $91,002,000 for the same period one year ago. For the nine months ended June 30, 1998 interest on loans increased $8,921,000 (3%) to $274,567,000 from $265,646,000 for the same period one year ago. Average interest rates on loans decreased to 8.15% at June 30, 1998 from 8.32% one year ago. Interest income on mortgage-backed securities decreased $811,000 (4%) to $17,657,000 for the quarter ended June 30, 1998 versus the $18,468,000 for the quarter one year ago. Interest on mortgage-backed securities declined $4,858,000 (9%) to $51,735,000 for the nine months ended June 30, 1998 compared with the $56,593,000 for the same period one year ago. The weighted average yield of 7.68% at June 30, 1998 was up from the 7.57% at June 30, 1997. Interest on investments decreased $311,000 (5%) to $6,500,000 for the quarter ended June 30, 1998 versus the $6,811,000 for the quarter one year ago. Interest on investments increased $70,000 (<1%) to $19,785,000 for the nine months ended June 30, 1998 compared with the $19,715,000 for the same RESULTS OF OPERATION(continued) period one year ago. The weighted average yield was 7.73% at June 30, 1998 compared to 7.53% at June 30, 1997. Interest expense on customer accounts increased $2,229,000 (6%) to $38,694,000 for the June 1998 quarter from $36,465,000 for the June 1997 quarter. Interest expense on customer accounts increased $11,726,000 (11%) to $116,092,000 for the nine months ended June 30, 1998 versus $104,366,000 for the same period one year ago. The average cost of customer accounts decreased to 5.11% at quarter end compared to the 5.16% one year ago. Interest on FHLB advances and other borrowings decreased $5,751,000 (20%) to $23,184,000 for the June 1998 quarter compared with the $28,935,000 for the June 1997 quarter. The nine-month figures decreased $13,006,000 (15%) to $74,002,000 compared with the $87,008,000 for the same period one year ago. The average rates paid at June 30, 1998 of 5.53% remained unchanged from June 30, 1997. Other income increased $1,613,000 (113%) to $3,039,000 for the June 1998 quarter compared with the $1,426,000 for the June 1997 quarter. Other income increased $4,702,000 (147%) to $7,906,000 for the nine months ended June 30, 1998 versus $3,204,000 for the same period one year ago. Gains on the sale of available-for-sale securities totalled $1,633,000 and $3,969,000 for the quarter and nine months ended June 30, 1998, respectively. Gains on the sale of available-for-sale securities totalled $340,000 for both the quarter and nine months ending June 30, 1997. Other expense increased $611,000 (5%) and $1,246,000 (4%), respectively, for the quarter and nine months ended June 30, 1998 compared to the same periods ended June 30, 1997. Both increases were offset by adjustments of $226,000 and $606,000, respectively, for deferred loan origination costs associated with loan volumes for the quarter and nine months ended June 30, 1998. Other expense for the quarter and nine months ended June 30, 1998 equalled .83% and .81%, respectively, of average assets compared to .78% and .79%, respectively, for the same periods one year ago. The number of staff, including part-time employees on a full-time equivalent basis, were 662 at June 30, 1998 and 659 at June 30, 1997. Income taxes increased $1,458,000 (10%) and $3,039,000 (7%) for the quarter and nine months ended June 30, 1998, respectively, when compared to the same period one year ago due to higher taxable income. The effective tax rate was 35.6% for the nine-month period ended June 30, 1998 and 35.8% for the same period ended June 30, 1997. RESULTS OF OPERATIONS(continued) IMPACT OF INFLATION AND CHANGING PRICES The Consolidated Financial Statements and related Notes presented elsewhere herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike many industrial companies, substantially all of the assets and virtually all of the liabilities of the Association are monetary in nature. As a result, interest rates have a more significant impact on the Association's performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as inflation. PART II - Other Information Item 1. Legal Proceedings From time to time the Company or its subsidiaries are engaged in legal proceedings in the ordinary course of business, none of which are considered to have a material impact on the Company's financial position or results of operations. Item 2. Changes in Securities Not applicable Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Stockholders Not applicable Item 5. Other Information Not applicable Item 6. Exhibits and Reports on Form 8-K Not applicable SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. /s/ Guy C. Pinkerton August 13, 1998 GUY C. PINKERTON Chairman, President and Chief Executive Officer /s/ Ronald L. Saper August 13, 1998 RONALD L. SAPER Executive Vice-President and Chief Financial Officer /s/ Keith D. Taylor August 13, 1998 KEITH D. TAYLOR Senior Vice-President and Treasurer