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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section l5 (d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
Commission File Number 000-24503
Whidbey Island Bank 401 (k) Plan
(Full title of the plan)
WASHINGTON BANKING COMPANY
1421 S.W. BARLOW STREET
Oak Harbor, Washington 98277
_______________________________________________
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
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Independent Auditors' Report
Administrative Committee
Whidbey Island Bank 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of Whidbey Island Bank 401(k) Plan (Plan) as of December 31, 1999 and
1998 and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes at December 31, 1999 is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management. The supplemental
schedule has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG
Seattle, Washington
June 9, 2000
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EXHIBITS
23.1 Consent of Independent Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustee or other persons who administer the employee benefit plan have duly
caused this annual report to be signed on its behalf by the undersigned,
hereunto duly authorized.
Date June 27, 2000
WHIDBEY ISLAND BANK 401 (k) PLAN
By: /s/ Michal D. Cann
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Michal D. Cann, Trustee