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EXHIBIT 20
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[Washington Mutual Logo] [Great Western Logo]
WASHINGTON MUTUAL, INC.
MERGER WITH
GREAT WESTERN FINANCIAL CORPORATION
THE EXECUTIVE SUMMARY*
ISS MEETING
MAY 22, 1997
* The following is an executive summary of certain more detailed information
contained in Great Western Financial Corporation's Current Report on Form 8-K
(the "Form 8- K") filed with the Securities and Exchange Commission on May 22,
1997. For further information concerning certain matters described herein see
the Form 8-K.
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The WAMU Transaction Is the Best For GWF Shareholders
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o Creates immediate as well as ongoing value for GWF shareholders
o Creates a premier consumer banking franchise
o Represents the low risk execution alternative for GWF shareholders
o Ahmanson Proposal utilizes questionable assumptions and relies on
imprudent leverage
o Compared to Ahmanson, WAMU has a proven track record of successfully
integrating large acquisitions and delivering shareholder value
o The pro forma combined GWF/WAMU is financially superior to a combined
GWF/Ahmanson
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3
Creates Immediate As Well As Ongoing Value for GWF Shareholders
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o Highly accretive to earnings per share -- 56% projected 1999E accretion
per GWF share
o Earnings growth improved above what GWF shareholders could expect on a
stand-alone basis -- 32% 1997E-1999E forecasted EPS growth
o Capital ratios remain strong as excessive leverage is not required to
produce attractive financial returns -- pro forma tangible common ratio
is projected to be in excess of 5%
o Significant growth in net interest income driven by high projected loan
originations at reasonable margins
o WAMU has a consistent record of regular dividend increases -- 29%
average annual increase since 1991
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Creates a Premier Consumer Banking Franchise
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o Will rank in top three in deposit market share in California,
Washington and Oregon and 5th in Florida
o Number one-ranked originator of single family mortgage loans on a
combined basis in California, Washington and Oregon
o WAMU's proven consumer banking capabilities have produced cumulative
average growth rates since 1993 of 7% in consumer loans, 52% in
depositor fee income, 23% in retail checking accounts and 10% in total
households served. These capabilities will be applied to GWF's customer
base
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Represents the Low Risk Execution Alternative For GWF Shareholders
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o The WAMU management team has worked together for a significant number
of years and has considerably greater experience integrating large
acquisitions as compared to Ahmanson's management team
o GWF's systems are compatible with WAMU's, not with Ahmanson's
o WAMU will continue to use the GWF name in California, benefiting
customer retention
o WAMU is a friendly transaction in which integration planning has
already begun. Ahmanson is a hostile offer that has antagonized
employees
o A faster solution to the situation is better for shareholders,
employees and customers. WAMU is on track for a closing in late June or
early July
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AHM Proposal Utilizes Questionable Assumptions and Relies On Imprudent Leverage
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o Ahmanson's projected cost savings are $114 million or 34% greater than
WAMU's, a difference that cannot be supported by Ahmanson's proposed
100 additional branch closures
o Ahmanson's earnings are significantly more sensitive to achieving the
stated cost savings target than are WAMU's
o Ahmanson made significant changes in its operating assumptions when it
increased its bid; absent these changes the transaction is dilutive in
1999
o Ahmanson's EPS forecasts depend on massive share repurchases that leave
little room for error -- share repurchases plus dividends are projected
to equal 178% of net income through 1999
o Massive share repurchases will result in Ahmanson continuing to have
one of the lowest consolidated tangible common equity ratios in the
industry -- pro forma ranking of 92 out of 93 thrifts
o Ahmanson's intangibles will total 58% of total equity and the
amortization expense will be in excess of 25% of net income available
to common stock in 1998
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Compared To Ahmanson, WAMU Has a Proven Track Record Of Successfully
Integrating Large Acquisitions and Delivering Shareholder Value
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o WAMU has consistently produced greater returns to shareholders -- ten
year total return: 24% vs. 9%
o WAMU has consistently maintained stronger asset quality and reserve
coverage ratios -- NPA-to-assets: 0.93% vs. 2.06; Reserves-to-NPLs:
110% vs. 50%
o WAMU has delivered superior growth in earnings per share and dividends
per share -- annual dividend growth: 29% vs. 0%
o WAMU has a more attractive mix of loans and deposits and is
geographically more diversified -- consumer loans: 10% vs 3%;
transaction + money market + savings accounts: 42% vs. 32%
o WAMU's loan originations have been growing while Ahmanson's have been
declining -- 1994 to 1996 originations: 46% increase vs. 47% decrease
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8
The Pro Forma Combined GWF/WAMU Is Superior To a Combined GWF/Ahmanson
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o GWF shareholders, for each GWF share, will receive greater earnings and
book value in a WAMU transaction than in an Ahmanson transaction
o A combination with WAMU will produce higher growth rates in EPS and
book value than a combination with Ahmanson which should result in
higher valuation multiples
o Return on assets and equity are materially higher in a combination with
WAMU
o Capital, asset quality and reserve coverage ratios are significantly
stronger in a combination with WAMU
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The Pro Forma Combined GWF/WAMU Is Superior To a Combined GWF/Ahmanson
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WAMU Ahmanson
Transaction Proposal
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EPS
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1999E Accretion to GWF Shareholder 56% 39%
1997E-1999E Growth 32% 20%
Capital
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12/31/97E Tangible Common Equity Ratio 4.91% 3.46%
and projected to and projected
increase to be flat
12/31/97E Tangible Book Value per GWF $19.28 $12.22
Share
Returns
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1999E Return on Assets 1.35% .98%
1999E Return on Common Equity 23.1% 11.7%
Asset Quality
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NPAs/Assets @ 3/31/97 0.94% 1.35%
Reserves/NPLs @ 3/31/97 119% 83%
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GWF Per Share Deal Value -- WAMU & Ahmanson
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[Graph with two lines, one solid line for WAMU Transaction and one dotted line
for Ahmanson Proposal]
[Horizontal line: dates (2/18/97 - 5/19/97); Vertical line: Per GWF Share Deal
Value (0.00 - 60.00)]
WAMU Ahmanson
Date Transaction Proposal
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2/18/97 50.63 47.12
3/03/97 46.69 43.71
3/14/97 45.34 42.26
3/27/97 44.61 44.85
4/10/97 42.98 45.00
4/23/97 42.08 43.95
5/06/97 47.42 48.90
5/19/97 50.29 49.80
[Graphics: arrow pointing to Ahmanson Proposal line at coordinate (02/18/97,
47.12) with text box: 02/18/97 Ahmanson launches a hostile bid for GWF at an
exchange ratio of 1.05x; arrow pointing to WAMU Transaction line at coordinate
(03/06/97, 47.70) with text box: 03/06/97 WAMU announces merger agreement with
GWF at an exchange ratio of 0.9x; arrow pointing to Ahmanson Proposal line at
coordinate (03/17/97, 47.70) with text box: 03/17/97 Ahmanson increases exchange
ratio to collar (1.2x - 1.1x)]
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Exchange Ratio Analysis -- Ahmanson Proposal
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[Graph appears here. Horizontal line: Ahmanson Stock Price ($37.00 - $50.00);
Vertical line: Offer Value Per GWF Share ($44.00 - 56.00); To the right of
vertical line appears a subtitle: 1.20x Exchange Ratio; followed by a vertical
line: $41.67; followed by a subtitle: 1.20 to 1.10x Exchange Ratio $50 Offer;
followed by a vertical line: $45.45; followed by a subtitle: 1.10x Exchange
Ratio; Diagonal line from coordinates (37.00, 44.40) to (41.67, 50.00) becoming
a horizontal line from coordinates (41.67, 50.00) to (45.45, 50.00) becoming a
diagonal line from coordinates (45.45, 50.00) to (50.00, 55.00); graphic: arrow
with text: Current Ahmanson Price pointing to coordinate (40.875, 49.05) with
dashed vertical and horizontal lines from that coordinate to the horizontal and
vertical axes of the graph.]
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Comparison of Upside Potential
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WAMU Transaction Ahmanson Proposal
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Change In Exchange Implied Value Exchange Implied Value WAMU
Stock Price Price Ratio Per GWF Share Price Ratio Per GWF Share Superiority
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Current (a) $55.56 .9x $50.01 $40.88 1.20x $49.05 $0.96
5% Appreciation 58.34 .9 52.51 42.92 1.16 50.00 2.51
10% Appreciation 61.12 .9 55.01 44.96 1.11 50.00 5.01
15% Appreciation 63.90 .9 57.51 47.01 1.10 51.71 5.80
(a) As of May 20, 1997.
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