UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2011
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 001-34654
WASHINGTON FEDERAL, INC.
(Exact name of registrant as specified in its charter)
 
Washington
 
91-1661606
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
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.    Yes   x     No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)    Yes   x     No   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   o     No   x
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:
at February 3, 2012
Common stock, $1.00 par value
107,480,760



WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
 
 
 
 
  
The Condensed Consolidated Financial Statements of Washington Federal, Inc. and Subsidiaries filed as a part of the report are as follows:
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
 


2




WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
 
December 31, 2011
 
September 30, 2011
 
(In thousands, except share data)
ASSETS
 
 
 
Cash and cash equivalents
$
909,911

 
$
816,002

Available-for-sale securities, including encumbered securities of $978,248  and $965,927, at fair value
3,548,076

 
3,255,144

Held-to-maturity securities, including encumbered securities of $41,431  and $45,086, at amortized cost
42,226

 
47,036

Loans receivable, net
7,810,075

 
7,935,877

Covered loans, net
347,469

 
382,183

Interest receivable
53,974

 
52,332

Premises and equipment, net
174,026

 
166,593

Real estate held for sale
157,882

 
159,829

Covered real estate held for sale
48,534

 
56,383

FDIC indemnification asset
92,103

 
101,634

FHLB stock
153,333

 
151,755

Intangible assets, net
256,952

 
256,271

Other assets
55,155

 
59,710

 
$
13,649,716

 
$
13,440,749

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Liabilities
 
 
 
Customer accounts
 
 
 
Transaction deposit accounts
$
2,850,217

 
$
2,662,188

Time deposit accounts
6,025,458

 
6,003,715

 
8,875,675

 
8,665,903

FHLB advances
1,960,868

 
1,962,066

Other borrowings
800,000

 
800,000

Advance payments by borrowers for taxes and insurance
15,142

 
39,548

Federal and State income taxes
19,423

 
1,535

Accrued expenses and other liabilities
68,221

 
65,164

 
11,739,329

 
11,534,216

Stockholders’ equity
 
 
 
Common stock, $1.00 par value, 300,000,000 shares authorized;
129,887,559  and 129,853,534 shares issued; 107 ,460,435  an d 108,976,410 shares outstanding
129,888

 
129,854

Paid-in capital
1,583,666

 
1,582,843

Accumulated other comprehensive income, net of taxes
84,196

 
85,789

Treasury stock, at cost;  22 ,427,124  and 20,877,124 shares
(288,976
)
 
(268,665
)
Retained earnings
401,613

 
376,712

 
1,910,387

 
1,906,533

 
$
13,649,716

 
$
13,440,749

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
Quarter Ended December 31,
 
2011
 
2010
 
(In thousands, except per share data)
INTEREST INCOME
 
 
 
Loans
$
127,480

 
$
137,916

Mortgage-backed securities
26,296

 
23,694

Investment securities and cash equivalents
2,151

 
3,980

 
155,927

 
165,590

INTEREST EXPENSE
 
 
 
Customer accounts
23,949

 
32,734

FHLB advances and other borrowings
28,263

 
28,122

 
52,212

 
60,856

Net interest income
103,715

 
104,734

Provision for loan losses
11,209

 
26,000

Net interest income after provision for loan losses
92,506

 
78,734

OTHER INCOME
 
 
 
Other
4,645

 
4,426

 
4,645

 
4,426

OTHER EXPENSE
 
 
 
Compensation and benefits
18,675

 
17,723

Occupancy
3,931

 
3,515

FDIC insurance premiums
4,193

 
5,099

Other
7,565

 
7,942

 
34,364

 
34,279

Loss on real estate acquired through foreclosure, net
(10,570
)
 
(10,553
)
Income before income taxes
52,217

 
38,328

Income tax provision
18,799

 
13,798

NET INCOME
$
33,418

 
$
24,530

 

 

PER SHARE DATA
 
 
 
Basic earnings
$
0.31

 
$
0.22

Diluted earnings
0.31

 
0.22

Cash dividends per share
0.08

 
0.06

Basic weighted average number of shares outstanding
107,845,011

 
112,499,175

Diluted weighted average number of shares outstanding, including dilutive stock options
107,894,572

 
112,502,134

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)  
 
Quarter Ended
 
December 31, 2011
 
December 31, 2010
 
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
 
Net income
$
33,418

 
$
24,530

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Amortization (accretion) of fees, discounts, premiums and intangible assets, net
6,890

 
5,097

Cash received from FDIC under loss share
6,761

 
14,220

Depreciation
1,875

 
1,650

Stock option compensation expense
300

 
300

Provision for loan losses
11,209

 
26,000

Loss on real estate held for sale, net
19,859

 
10,553

Increase in accrued interest receivable
(1,391
)
 
(2,750
)
Increase in FDIC loss share receivable
(1,356
)
 
(770
)
Increase in income taxes payable
18,813

 
13,796

FHLB stock dividends
170

 
(2
)
Increase in intangible assets
(1,061
)
 

Decrease in other assets
4,759

 
8,376

Increase (decrease) in accrued expenses and other liabilities
2,022

 
(23,987
)
Net cash provided by operating activities
102,268

 
77,013

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Net principal collections (loan originations)
203,949

 
251,062

Available-for-sale securities purchased
(581,337
)
 
(572,539
)
Principal payments and maturities of available-for-sale securities
276,982

 
209,768

Available-for-sale securities sold
3,500

 

Principal payments and maturities of held-to-maturity securities
4,845

 
11,555

Net cash received from acquisition
50,451

 

Proceeds from sales of real estate held for sale
28,801

 
23,708

Proceeds from sales of covered REO
11,881

 
1,758

Premises and equipment purchased
(9,308
)
 
(4,371
)
Net cash used by investing activities
(10,236
)
 
(79,059
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Net increase (decrease) in customer accounts
73,982

 
(6,908
)
Net decrease in borrowings
(18,873
)
 
(1,470
)
Proceeds from exercise of common stock options
2

 
117

Dividends paid on common stock
(8,517
)
 
(6,791
)
Treasury stock purchased, net
(20,311
)
 
(4,561
)
Decrease in advance payments by borrowers for taxes and insurance
(24,406
)
 
(24,075
)
Net cash provided (used) by financing activities
1,877

 
(43,688
)
Increase (decrease) in cash and cash equivalents
93,909

 
(45,734
)
Cash and cash equivalents at beginning of period
816,002

 
888,622

Cash and cash equivalents at end of period
$
909,911

 
$
842,888


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




5


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
 
Quarter Ended
 
December 31, 2011
 
December 31, 2010
 
(In thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 
Non-cash investing activities
 
 
 
Non-covered real estate acquired through foreclosure
$
42,774

 
$
31,528

Covered real estate acquired through foreclosure
5,472

 
18,445

Cash paid during the period for
 
 
 
Interest
53,776

 
63,074

Income taxes

 
2

The following summarizes the non-cash activities related to acquisitions
 
 
 
Fair value of assets acquired
$
124,726

 
$

Fair value of liabilities assumed
(154,500
)
 

Net fair value of assets (liabilities)
(29,774
)
 

 
 
 
 
 
 
 
 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)

NOTE A – Summary of Significant Accounting Policies
The consolidated unaudited interim financial statements included in this report have been prepared by Washington Federal, Inc. (“Company”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect amounts reported in the financial statements. Actual results could differ from these estimates. 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, 2011 Consolidated Statement of Financial Condition was derived from audited financial statements.
The information included in this Form 10-Q should be read in conjunction with Company’s 2011 Annual Report on Form 10-K (“2011 Form 10-K”) as filed with the SEC. Interim results are not necessarily indicative of results for a full year.
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 will be 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 past due or more. 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 its 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 2 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. The 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 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.
Off-Balance-Sheet Credit Exposures – The only material off-balance-sheet credit exposure is loans in process (“LIP”), which had a balance at December 31, 2011 , excluding covered loans, of $ 159,437,000 . The Company estimates losses on LIP by including LIP with the related principal balance outstanding and then applying its general reserve methodology to the gross amount.

7

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


Certain reclassifications have been made to the financial statements to conform prior periods to current classifications.

NOTE B - Acquisitions

Charter Bank
Effective October 14, 2011, Washington Federal (the “Bank”) a wholly-owned subsidiary of the Company, acquired six branch locations and the related $254 million in deposits from Charter Bank, headquartered in Albuquerque, New Mexico (“Charter”).

Western National Bank
Effective December 16, 2011, Washington Federal, acquired certain assets and liabilities, including most of the loans and deposits, of Western National Bank, headquartered in Phoenix, Arizona (“WNB”) from the Federal Deposit Insurance Corporation (“FDIC”) in an FDIC assisted transaction. Under the terms of the Purchase and Assumption Agreement, the Bank and the FDIC agreed to an asset discount of $53 million and no loss sharing provision or premium on deposits.

WNB operated three full-service offices in Arizona. The Bank acquired certain assets with a book value of $177 million , including $143 million in loans and $7 million in foreclosed real estate, and selected liabilities with a book value of $153 million , including $136 million in deposits. Pursuant to the purchase and assumption agreement with the FDIC, the Bank received a cash payment from the FDIC for $30 million . As shown in the table below, the $30 million cash payment is the difference between the bid discount of $53 million and the $23 million in book value of net assets acquired.

The acquisition was accounted for under the acquisition method of accounting. The purchased assets and assumed liabilities were recorded at their respective acquisition date estimated fair values. The purchase accounting for acquired assets and liabilities, mainly related to the valuation of the acquired loans, is subject to future adjustment based on the completion of valuations. The amounts currently recognized in the financial statements have been determined provisionally as we are completing a fair value analysis of those assets. Final purchase accounting adjustments will be made in the coming quarter, but at this time the Company does not anticipate recording a significant upfront gain or goodwill asset as a result of this transaction. Loans that were classified as non-performing loans by WNB are no longer classified as non-performing because, at acquisition, the carrying value of these loans was adjusted to reflect fair value. Management believes that the new book value reflects an amount that will ultimately be collected.

The operating results for the period ended December 31, 2011 include the results of the acquired assets and liabilities for the period from December 16, 2011 through December 31, 2011.

The net liabilities acquired are presented in the following table:


8


 
 Received from
 
Fair value
 
Recorded by
 
 FDIC
 
adjustments
 
WFSL
 
(In thousands)
 Assets:
 
 
 
 
 
 Cash and cash equivalents
$
20,677

 

 
$
20,677

 Available for sale securities
3,500

 

 
3,500

 FHLB & FRB stock
1,744

 
4

 
1,748

 Loans receivable, net
143,487

 
(49,080
)
 
94,407

 Interest receivable
251

 

 
251

 Property and equipment, net

 

 

 Real estate held for sale
6,997

 
(3,058
)
 
3,939

 Other assets
79

 
125

 
204

   Total Assets
176,735

 
(52,009
)
 
124,726

 
 
 
 
 
 
 Liabilities:
 
 
 
 
 
 Customer accounts
135,790

 

 
135,790

 FHLB advances
17,666

 
9

 
17,675

 Other liabilities
40

 
995

 
1,035

   Total Liabilities
153,496

 
1,004

 
154,500

 
 
 
 
 
 
 Net assets (liabilities) acquired
$
23,239

 
$
(53,013
)
 
$
(29,774
)
 
 
 
 
 
 
 Aggregate fair value adjustments
 
 
$
(53,013
)
 
 
 
 
 
 
 
 
 Net liabilities acquired
 
 
 
 
$
(29,774
)
 Cash received from the FDIC
 
 
 
 
29,774

 Gain on acquisition of WNB
 
 
 
 
$






NOTE C – Dividends
On January 13, 2012, the Company paid its 116 th consecutive quarterly cash dividend on common stock. Dividends per share were $ .08 and $ .06 for the quarters ended December 31, 2011 and 2010 , respectively.

NOTE D – Comprehensive Income
The Company’s comprehensive income includes all items which comprise net income plus the unrealized gains (losses) on available-for-sale securities. Total comprehensive income for the quarters ended December 31, 2011 and December 31, 2010 totaled $ 31,825,000 and $8,013,000 respectively. The difference between the Company’s net income and total comprehensive income for the quarter ended December 31, 2011 was as follows:


9

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


 
(In thousands)
Comprehensive income:
 
  Net income
$
33,418

  Other comprehensive income, net of tax of:
 
     Unrealized loss on securities
(1,593
)
     Reclassification adjustment

Total comprehensive income
$
31,825

 
 



NOTE E – Loans Receivable (excluding Covered Loans)
 
 
December 31, 2011
 
September 30, 2011
 
(In thousands)
Single-family residential
$
6,082,490

 
74.1
%
 
$
6,218,878

 
74.7
%
Construction - speculative
130,120

 
1.6

 
140,459

 
1.9

Construction - custom
271,227

 
3.3

 
279,851

 
2.9

Land - acquisition & development
175,965

 
2.1

 
200,692

 
3.5

Land - consumer lot loans
154,874

 
1.9

 
163,146

 
2.1

Multi-family
689,149

 
8.4

 
700,673

 
7.9

Commercial real estate
415,394

 
5.1

 
303,442

 
3.6

Commercial & industrial
93,792

 
1.1

 
109,332

 
1.0

HELOC
132,089

 
1.6

 
115,092

 
1.3

Consumer
63,243

 
0.8

 
67,509

 
1.1

 
8,208,343

 
100
%
 
8,299,074

 
100
%
Less:
 
 
 
 
 
 
 
Allowance for probable losses
154,540

 
 
 
157,160

 
 
Loans in process
159,437

 
 
 
170,229

 
 
Discount on acquired loans
48,929

 
 
 

 
 
Deferred net origination fees
35,362

 
 
 
35,808

 
 
 
398,268

 
 
 
363,197

 
 
 
$
7,810,075

 
 
 
$
7,935,877

 
 

10

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


The following table sets forth information regarding non-accrual loans held by the Company as of the dates indicated:
 
 
December 31, 2011
 
September 30, 2011
 
(In thousands)
Non-accrual loans:
 
 
 
 
 
 
 
Single-family residential
$
121,218

 
65.2
%
 
$
126,624

 
60.3
%
Construction - speculative
9,076

 
4.9

 
15,383

 
7.3

Construction - custom
635

 
0.3

 
635

 
0.3

Land - acquisition & development
35,149

 
18.9

 
37,339

 
17.7

Land - consumer lot loans
6,851

 
3.7

 
8,843

 
4.2

Multi-family
7,028

 
3.8

 
7,664

 
3.6

Commercial real estate
4,774

 
2.6

 
11,380

 
5.4

Commercial & industrial
8

 

 
1,679

 
0.8

HELOC
611

 
0.3

 
481

 
0.2

Consumer
433

 
0.2

 
437

 
0.2

Total non-accrual loans
$
185,783

 
100
%
 
$
210,465

 
100
%
The following tables provide an analysis of the age of loans in past due status as of December 31, 2011 and September 30, 2011 , respectively.
 
December 31, 2011
Amount of Loans
 
Days Delinquent Based on $ Amount of Loans
 
% based
on $
Type of Loan
Net of LIP & Chg.-Offs
 
Current
 
30
 
60
 
90
 
Total
 
 
(In thousands)
Single-Family Residential
$
6,080,964

 
$
5,888,376

 
$
49,092

 
$
22,689

 
$
120,807

 
$
192,588

 
3.17
%
Construction - Speculative
104,654

 
98,502

 
2,161

 
210

 
3,781

 
6,152

 
5.88
%
Construction - Custom
160,717

 
159,557

 
525

 

 
635

 
1,160

 
0.72
%
Land - Acquisition & Development
169,752

 
143,179

 
141

 
450

 
25,982

 
26,573

 
15.65
%
Land - Consumer Lot Loans
154,874

 
145,606

 
1,229

 
1,188

 
6,851

 
9,268

 
5.98
%
Multi-Family
675,772

 
667,102

 
471

 
1,461

 
6,738

 
8,670

 
1.28
%
Commercial Real Estate
413,343

 
408,760

 
2,073

 

 
2,510

 
4,583

 
1.11
%
Commercial & Industrial
93,498

 
93,448

 
42

 

 
8

 
50

 
0.05
%
HELOC
132,089

 
131,275

 
70

 
133

 
611

 
814

 
0.62
%
Consumer
63,243

 
60,985

 
1,022

 
803

 
433

 
2,258

 
3.57
%
 
$
8,048,906

 
$
7,796,790

 
$
56,826

 
$
26,934

 
$
168,356

 
$
252,116

 
3.13
%


11

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


September 30, 2011
Amount of Loans
 
Days Delinquent Based on $ Amount of Loans
 
% based
on $
Type of Loan
Net of LIP & Chg.-Offs
 
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
%

Most loans restructured in troubled debt restructurings ("TDRs") are accruing and performing loans where the borrower has proactively approached the Company about modification due to temporary financial difficulties. Each request is individually evaluated for merit and likelihood of success. The concession for these loans is typically a payment reduction through a rate reduction of between 100 to 200 basis points 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. As of December 31, 2011 , single-family residential loans comprised 80.3% of TDRs.

The Company 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.

The following table provides information related to loans that were restructured during the periods indicated:

 
Quarter Ended December 31,
 
2011
 
2010
 
 
 
Pre-Modification
 
Post-Modification
 
 
 
Pre-Modification
 
Post-Modification
 
 
 
Outstanding
 
Outstanding
 
 
 
Outstanding
 
Outstanding
 
Number of
 
Recorded
 
Recorded
 
Number of
 
Recorded
 
Recorded
 
Contracts
 
Investment
 
Investment
 
Contracts
 
Investment
 
Investment
 
 
 
(In thousands)
 
 
 
(In thousands)
Troubled Debt Restructurings:
 
 
 
 
 
 
 
 
 
 
 
   Single-Family Residential
700

 
183,492

 
183,492

 
379

 
101,137

 
101,137

   Construction - Speculative
24

 
6,409

 
6,409

 
3

 
1,328

 
1,328

   Construction - Custom
1

 
1,196

 
1,196

 

 

 

   Land - Acquisition & Development
25

 
8,524

 
8,524

 
3

 
5,943

 
5,943

   Land - Consumer Lot Loans
65

 
9,017

 
9,017

 
28

 
3,715

 
3,715

   Multi-Family
5

 
3,161

 
3,161

 
11

 
19,883

 
19,883

   Commercial Real Estate
1

 
308

 
308

 
2

 
1,480

 
1,480

   Commercial & Industrial
1

 
5

 
5

 
1

 
918

 
918

   HELOC
3

 
185

 
185

 
1

 
78

 
78

   Consumer

 

 

 

 

 

 
825

 
212,297

 
212,297

 
428

 
134,482

 
134,482


12

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


The following table provides information on restructured loans for which a payment default occurred during the periods indicated and that had been modified as a TDR within 12 months or less of the payment default:

 
Quarter Ended December 31,
 
2011
 
2010
 
Number of
 
Recorded
 
Number of
 
Recorded
 
Contracts
 
Investment
 
Contracts
 
Investment
 
 
 
(In thousands)
 
 
 
(In thousands)
Troubled Debt Restructurings That Subsequently Defaulted:
 
 
 
 
 
 
 
   Single-Family Residential
36

 
8,413

 

 

   Construction - Speculative

 

 

 

   Construction - Custom

 

 

 

   Land - Acquisition & Development

 

 

 

   Land - Consumer Lot Loans
3

 
653

 

 

   Multi-Family

 

 

 

   Commercial Real Estate

 

 

 

   Commercial & Industrial

 

 

 

   HELOC

 

 

 

   Consumer

 

 

 

 
39

 
9,066

 

 



NOTE F – 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 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

13

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


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.

The following table summarizes the activity in the allowance for loan losses for the quarter ended December 31, 2011 and fiscal year ended September 30, 2011 :
 
Quarter Ended December 31, 2011
Beginning
Allowance
 
Charge-offs
 
Recoveries
 
Provision &
Transfers
 
Ending
Allowance
 
(In thousands)
Single-family residential
$
83,307

 
$
(13,088
)
 
$
1,759

 
$
12,815

 
$
84,793

Construction - speculative
13,828

 
(723
)
 
283

 
1,252

 
14,640

Construction - custom
623

 

 

 
(166
)
 
457

Land - acquisition & development
32,719

 
(2,364
)
 
233

 
(1,499
)
 
29,089

Land - consumer lot loans
5,520

 
(671
)
 

 
3,434

 
8,283

Multi-family
7,623

 
(1,287
)
 
208

 
(1
)
 
6,543

Commercial real estate
4,331

 

 

 
(1,592
)
 
2,739

Commercial & industrial
5,099

 
(10
)
 
2,201

 
(2,869
)
 
4,421

HELOC
1,139

 

 
52

 
(219
)
 
972

Consumer
2,971

 
(734
)
 
312

 
54

 
2,603

 
$
157,160

 
$
(18,877
)
 
$
5,048

 
$
11,209

 
$
154,540

Fiscal Year Ended 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

The Company recorded an $ 11,209,000 provision for loan losses during the quarter ended December 31, 2011 , while a $ 26,000,000 provision was recorded for the same quarter one year ago. Non-performing assets (“NPAs”) amounted to $ 343,665,000 , or 2.52% , of total assets at December 31, 2011 , compared to $442,699,000 , or 3.30% , 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. There was no additional provision for loan losses recorded on covered loans during the quarter ended December 31, 2011 . Non-accrual loans decreased from $256,434,000 at December 31, 2010 , to $185,783,000 at December 31, 2011 , a 27.6% decrease. The Company had net charge-offs of $13,829,000 for the quarter ended December 31, 2011 , compared with $29,806,000 of net charge-offs for the same quarter 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. While the percentage of loans 30 days or more delinquent decreased from 3.41% at December 31, 2010 , to 3.13% at December 31, 2011 , delinquencies

14

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


in the single-family residential portfolio, the largest portion of the loan portfolio, decreased from 3.33% at December 31, 2010 , to 3.17% at December 31, 2011 . While these asset quality trends are improving, real estate values remain under pressure in most of the Company's primary markets, thus the Company recorded a smaller provision for loan losses in the current quarter as compared to the same quarter one year ago. $114,552,000 of the allowance was calculated under the formulas contained in our general allowance methodology and the remaining $39,988,000 was made up of specific reserves on loans that were deemed to be impaired at December 31, 2011 . For the period ending December 31, 2010 , $101,347,000 of the allowance was calculated under the formulas contained in our general allowance methodology and the remaining $57,941,000 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 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 shows a summary of loans collectively and individually evaluated for impairment and the related allocation of general and specific reserves as of December 31, 2011 and September 30, 2011 :
 
December 31, 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
$
80,583

 
$
6,053,039

 
1.3
%
 
$
4,210

 
$
29,452

 
14.3
%
Construction - speculative
7,897

 
89,009

 
8.9

 
6,743

 
41,111

 
16.4

Construction - custom
457

 
271,227

 
0.2

 

 

 

Land - acquisition & development
7,123

 
47,420

 
15.0

 
21,966

 
128,545

 
17.1

Land - consumer lot loans
7,029

 
152,378

 
4.6

 
1,254

 
2,496

 
50.2

Multi-family
2,363

 
668,785

 
0.4

 
4,180

 
20,364

 
20.5

Commercial real estate
1,138

 
393,736

 
0.3

 
1,601

 
21,658

 
7.4

Commercial & industrial
4,387

 
91,359

 
4.8

 
34

 
2,433

 
1.4

HELOC
972

 
132,089

 
0.7

 

 

 

Consumer
2,603

 
63,243

 
4.1

 

 

 

 
$
114,552

 
$
7,962,285

 
1.4

 
$
39,988

 
$
246,059

 
16.3

 ___________________
(1)
Excludes covered loans
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


15

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)



(1)
Excludes covered loans
The following tables provide information on loans based on credit quality indicators (defined in Note A) as of December 31, 2011 and September 30, 2011 :
Credit Risk Profile by Internally Assigned Grade (excludes covered loans):
 
December 31, 2011
Internally Assigned Grade
 
Total
 
Pass
 
Special mention
 
Substandard
 
Doubtful
 
Loss
 
Gross Loans
 
(In thousands)
Single-family residential
$
5,906,370

 
$

 
$
176,120

 
$

 
$

 
$
6,082,490

Construction - speculative
65,880

 
7,663

 
56,577

 

 

 
130,120

Construction - custom
271,227

 

 

 

 

 
271,227

Land - acquisition & development
41,528

 
24,028

 
110,409

 

 

 
175,965

Land - consumer lot loans
154,228

 
261

 
385

 

 

 
154,874

Multi-family
653,006

 
6,193

 
29,950

 

 

 
689,149

Commercial real estate
377,668

 
7,276

 
30,450

 

 

 
415,394

Commercial & industrial
89,705

 
1,344

 
2,362

 

 
381

 
93,792

HELOC
132,089

 

 

 

 

 
132,089

Consumer
62,247

 
528

 
468

 

 

 
63,243

 
$
7,753,948

 
$
47,293

 
$
406,721

 
$

 
$
381

 
$
8,208,343

Total grade as a % of total gross loans
94.5
%
 
0.6
%
 
4.9
%
 
%
 
%
 
 


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
%
 
%
 
%
 
 









16

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


Credit Risk Profile Based on Payment Activity (excludes covered loans):
 
December 31, 2011
Performing Loans
 
Non-Performing Loans
 
Amount
 
% of Total
Gross  Loans
 
Amount
 
% of Total
Gross  Loans
 
(In thousands)
Single-family residential
$
5,961,272

 
98.0
%
 
$
121,218

 
2.0
%
Construction - speculative
121,044

 
93.0

 
9,076

 
7.0

Construction - custom
270,592

 
99.8

 
635

 
0.2

Land - acquisition & development
140,816

 
80.0

 
35,149

 
20.0

Land - consumer lot loans
148,023

 
95.6

 
6,851

 
4.4

Multi-family
682,121

 
99.0

 
7,028

 
1.0

Commercial real estate
410,620

 
98.9

 
4,774

 
1.1

Commercial & industrial
93,784

 
100.0

 
8

 

HELOC
131,478

 
99.5

 
611

 
0.5

Consumer
62,810

 
99.3

 
433

 
0.7

 
$
8,022,560

 
97.7

 
$
185,783

 
2.3


September 30, 2011
Performing Loans
 
Non-Performing Loans
 
Amount
 
% of Total
Gross  Loans
 
Amount
 
% of Total
Gross  Loans
 
(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
%







17

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


The following table provides information on impaired loans based on loan types as of December 31, 2011 and September 30, 2011 :
 
December 31, 2011
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment for Quarter Ended December 31, 2011
 
(In thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
Single-family residential
$
630

 
$
744

 
$

 
$
648

Construction - speculative
1,047

 
1,461

 

 
958

Construction - custom

 

 

 

Land - acquisition & development
22,046

 
50,712

 

 
21,568

Land - consumer lot loans

 

 

 

Multi-family
4,978

 
5,653

 

 
5,315

Commercial real estate
1,550

 
2,051

 

 
1,095

Commercial & industrial
13

 
22

 

 
6

HELOC

 

 

 

Consumer

 

 

 

 
30,264

 
60,643

 

 
29,590

With an allowance recorded:
 
 
 
 
 
 
 
Single-family residential
352,599

 
352,599

 
30,185

 
338,996

Construction - speculative
30,687

 
30,687

 
6,743

 
30,578

Construction - custom

 

 

 

Land - acquisition & development
47,663

 
48,540

 
21,966

 
47,789

Land - consumer lot loans
351

 
351

 
1,254

 
351

Multi-family
13,260

 
13,260

 
4,180

 
13,274

Commercial real estate
6,409

 
6,409

 
1,601

 
6,419

Commercial & industrial
34

 
34

 
34

 
37

HELOC

 

 

 

Consumer

 

 

 

 
451,003

 
451,880

 
65,963

(1)
437,444

Total:
 
 
 
 
 
 
 
Single-family residential
353,229

 
353,343

 
30,185

 
339,644

Construction - speculative
31,734

 
32,148

 
6,743

 
31,536

Construction - custom

 

 

 

Land - acquisition & development
69,709

 
99,252

 
21,966

 
69,357

Land - consumer lot loans
351

 
351

 
1,254

 
351

Multi-family
18,238

 
18,913

 
4,180

 
18,589

Commercial real estate
7,959

 
8,460

 
1,601

 
7,514

Commercial & industrial
47

 
$
56

 
34

 
43

HELOC

 

 

 

Consumer

 

 

 

 
$
481,267

 
$
512,523

 
$
65,963

(1)
$
467,034

____________________ 
(1) Includes $39,988,000 of specific reserves and $25,975,000 included in the general reserves.


18

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


September 30, 2011
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment for Quarter Ended December 31, 2010
 
(In thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
Single-family residential
$
5,597

 
$
9,575

 
$

 
$

Construction - speculative
8,286

 
11,026

 

 
25,722

Construction - custom

 

 

 

Land - acquisition & development
22,436

 
50,970

 

 
37,685

Land - consumer lot loans

 

 

 

Multi-family
3,233

 
4,508

 

 
5,627

Commercial real estate
3,462

 
3,963

 

 
8,444

Commercial & industrial

 

 

 
1,911

HELOC

 

 

 

Consumer

 

 

 

 
43,014

 
80,042

 

 
79,389

With an allowance recorded:
 
 
 
 
 
 
 
Single-family residential
331,546

 
331,546

 
29,378

 
218,831

Construction - speculative
29,255

 
29,255

 
6,859

 
50,691

Construction - custom

 

 

 

Land - acquisition & development
49,036

 
49,912

 
22,230

 
100,163

Land - consumer lot loans
352

 
352

 
1,135

 

Multi-family
17,149

 
17,149

 
4,180

 
11,348

Commercial real estate
6,429

 
6,429

 
1,601

 
2,409

Commercial & industrial
41

 
41

 
41

 
120

HELOC

 

 

 

Consumer

 

 

 

 
433,808

 
434,684

 
65,424

(1)
383,562

Total:
 
 
 
 
 
 
 
Single-family residential
337,143

 
341,121

 
29,378

 
218,831

Construction - speculative
37,541

 
40,281

 
6,859

 
76,413

Construction - custom

 

 

 

Land - acquisition & development
71,472

 
100,882

 
22,230

 
137,848

Land - consumer lot loans
352

 
352

 
1,135

 

Multi-family
20,382

 
21,657

 
4,180

 
16,975

Commercial real estate
9,891

 
10,392

 
1,601

 
10,853

Commercial & industrial
41

 
41

 
41

 
2,031

HELOC

 

 

 

Consumer

 

 

 

 
$
476,822

 
$
514,726

 
$
65,424

(1)
$
462,951

(1)
Includes $41,912,000 of specific reserves and $23,512,000 included in the general reserves.


NOTE G – New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU")

19

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


2011-11, Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities . The amendments in this ASU will enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with current U.S. GAAP or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with current U.S. GAAP. The guidance in this ASU is effective for the first interim or annual period beginning on or after January 1, 2013 and should be applied retrospectively. This new guidance is not expected to have a material impact on the Company's consolidated financial statements.

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220) – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 . Under the amendments in ASU 2011-05, entities are required to present reclassification adjustments and the effect of those reclassification adjustments on the face of the financial statements where net income is presented, by component of net income, and on the face of the financial statements where other comprehensive income is presented, by component of other comprehensive income. In addition, the amendments in ASU 2011-05 require that reclassification adjustments be presented in interim financial periods. The amendments in ASU 2011-12 supersede and defer changes to those paragraphs in ASU 2011-05 that pertain to how, when and where reclassification adjustments are presented while the FASB redeliberates the presentation of reclassification adjustments. All other requirements of ASU 2011-05 are not affected by ASU 2011-12.

NOTE H – 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:
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. 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.
 
The following table presents the balance of assets measured at fair value on a recurring basis at December 31, 2011 :
 

20

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


 
Fair Value at December 31, 2011
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Available-for-sale securities
 
 
 
 
 
 
 
Equity securities
$

 
$

 
$

 
$

Obligations of U.S. government

 
151,225

 

 
151,225

Obligations of states and political subdivisions

 
23,710

 

 
23,710

Obligations of foreign governments

 

 

 

Corporate debt securities

 
29,371

 

 
29,371

Mortgage-backed securities
 
 
 
 

 
 
Agency pass-through certificates

 
3,343,770

 

 
3,343,770

Other debt securities

 

 

 

Balance at end of period
$

 
$
3,548,076

 
$

 
$
3,548,076

There were no transfers between, into and/or out of Levels 1, 2 or 3 during the quarter ended December 31, 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 through the quarter ended December 31, 2011 , and the total losses resulting from those fair value adjustments for the quarter ended December 31, 2011. The following estimated fair values are shown gross of estimated selling costs:
 
 
Through December 31, 2011
 
Quarter
Ended
December 31, 2011
 
Level 1
 
Level  2
 
Level  3
 
Total
 
Total Losses
 
(In thousands)
Impaired loans (1)
$

 
$

 
$
13,680

 
$
13,680

 
$
1,001

Covered REO (2)

 

 
15,582

 
15,582

 
701

Real estate held for sale (2)

 

 
58,986

 
58,986

 
20,964

Balance at end of period
$

 
$

 
$
88,248

 
$
88,248

 
$
22,666

 ___________________
(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 December 31, 2011 .
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 below, such amounts have not been comprehensively revalued for purposes of these financial statements since the dates shown, and therefore, estimates of fair value subsequent to those dates may differ significantly from the amounts presented below.

21

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


 
 
December 31, 2011
 
September 30, 2011
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
 
(In thousands)
Financial assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
909,911

 
$
909,911

 
$
816,002

 
$
816,002

Available-for-sale securities
 
 
 
 
 
 
 
Equity securities

 

 

 

Obligations of U.S. government
151,225

 
151,225

 
190,527

 
190,527

Obligations of states and political subdivisions
23,710

 
23,710

 
23,568

 
23,568

Obligations of foreign governments

 

 

 

Corporate debt securities
29,371

 
29,371

 
29,959

 
29,959

Mortgage-backed securities
 
 
 
 
 
 
 
Agency pass-through certificates
3,343,770

 
3,343,770

 
3,011,090

 
3,011,090

Other debt securities

 

 

 

Total available-for-sale securities
3,548,076

 
3,548,076

 
3,255,144

 
3,255,144

Held-to-maturity securities
 
 
 
 
 
 
 
Equity securities

 

 

 

Obligations of U.S. government

 

 

 

Obligations of states and political subdivisions
795

 
834

 
1,950

 
2,023

Obligations of foreign governments

 

 

 

Corporate debt securities

 

 

 

Mortgage-backed securities
 
 
 
 
 
 
 
Agency pass-through certificates
41,431

 
44,651

 
45,086

 
48,593

Other debt securities

 

 

 

Total held-to-maturity securities
42,226

 
45,485

 
47,036

 
50,616

Loans receivable
7,810,075

 
8,400,463

 
7,935,877

 
8,479,307

Covered loans
347,469

 
341,853

 
382,183

 
375,027

FDIC indemnification asset
92,103

 
90,201

 
98,871

 
101,751

FHLB stock
153,333

 
153,333

 
151,755

 
151,755

Financial liabilities
 
 
 
 
 
 
 
Customer accounts
8,875,675

 
8,760,540

 
8,665,903

 
8,557,357

FHLB advances and other borrowings
2,760,868

 
3,116,631

 
2,762,066

 
3,038,127

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 estimated by discounting

22

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


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 of 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 par 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.
The following is a reconciliation of amortized cost to fair value of available-for-sale and held-to-maturity securities:
 
 
December 31, 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

 
$
30

 
$

 
$
530

 
4.00
%
1 to 5 years

 

 

 

 

5 to 10 years
9,300

 
4,324

 

 
13,624

 
10.38

Over 10 years
136,460

 
611

 

 
137,071

 
2.16

Corporate bonds due
 
 
 
 
 
 
 
 
 
5 to 10 years
30,000

 
308

 
(937
)
 
29,371

 
4.00

Municipal bonds due
 
 
 
 
 
 
 
 
 
Over 10 years
20,456

 
3,254

 

 
23,710

 
6.45

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
Agency pass-through certificates
3,218,244

 
125,914

 
(388
)
 
3,343,770

 
4.62

 
3,414,960

 
134,441

 
(1,325
)
 
3,548,076

 
4.54

Held-to-maturity securities
 
 
 
 
 
 
 
 
 
Tax-exempt municipal bonds due
 
 
 
 
 
 
 
 
 
1 to 5 years

 

 

 

 

5 to 10 years
795

 
39

 

 
834

 
5.58

Over 10 years

 

 

 

 

U.S. government and agency securities due
 
 
 
 
 
 
 
 
 
1 to 5 years

 

 

 

 

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
Agency pass-through certificates
41,431

 
3,220

 

 
44,651

 
5.31

 
42,226

 
3,259

 

 
45,485

 
5.32

 
$
3,457,186

 
$
137,700

 
$
(1,325
)
 
$
3,593,561

 
4.55
%
 

23

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


 
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
%
During the period ending December 31, 2011 , $3,500,000 of available-for-sale securities were sold, resulting in a gain of $0 . $0 of available-for-sale securities were sold during the period ending December 31, 2010 , resulting in a gain of $ 0 .
Substantially all mortgage-backed securities have contractual due dates that exceed 10 years.
The following table shows the unrealized gross losses and fair value of securities at December 31, 2011 , by length of time that individual securities in each category have been in a continuous loss position. Management believes that the declines in fair value of these investments are not an other than temporary impairment.
 
 
Less than 12 months
 
12 months or more
 
Total
 
Unrealized
Gross Losses
 
Fair
Value
 
Unrealized
Gross Losses
 
Fair
Value
 
Unrealized
Gross Losses
 
Fair
Value
 
 
Corporate bonds due
$

 
$

 
$
(937
)
 
$
9,063

 
$
(937
)
 
$
9,063

Agency pass-through certificates
(388
)
 
66,664

 

 

 
(388
)
 
66,664

 
(388
)
 
$
66,664

 
$
(937
)
 
$
9,063

 
(1,325
)
 
$
75,727


NOTE I – Covered Assets
Covered assets represent loans and real estate held for sale acquired from the FDIC that are subject to loss sharing agreements

24

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


and were $396,003,000 as of December 31, 2011 , versus $438,566,000 as of September 30, 2011 .
Changes in the carrying amount and accretable yield for acquired impaired and non-impaired loans were as follows:
 
December 31, 2011
Acquired Impaired
 
Acquired Non-impaired
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
(In thousands)
Balance at beginning of period
$
37,072

 
$
116,061

 
$
30,370

 
$
269,888

Accretion
(5,351
)
 
5,351

 
(2,684
)
 
2,684

Transfers to REO


 
(5,472
)
 

 


Payments received, net


 
(15,845
)
 

 
(25,198
)
Balance at end of period
$
31,721

 
$
100,095

 
$
27,686

 
$
247,374


September 30, 2011
Acquired Impaired
 
Acquired Non-impaired
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
(In thousands)
Balance at beginning of period
$
27,019

 
$
190,530

 
$
39,813

 
$
343,944

Reclassification from nonaccretable balance, net
24,025

 

 

 

Accretion
(13,972
)
 
13,972

 
(9,443
)
 
9,443

Transfers to REO

 
(54,638
)
 

 

Payments received, net

 
(33,803
)
 

 
(83,499
)
Balance at end of period
$
37,072

 
$
116,061

 
$
30,370

 
$
269,888


At December 31, 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 resulted 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 $454,391,000 and $495,358,000 as of December 31, 2011 and September 30, 2011 , respectively. The discount balance related to the acquired loans was $103,156,000 and $109,409,000 as of December 31, 2011 and September 30, 2011 , respectively.
The following table shows the year to date activity for the FDIC indemnification asset:
 
 
December 31,
2011
 
September 30,
2011
 
(In thousands)
Balance at beginning of period
$
101,634

 
$
131,128

Additions
1,356

 
10,470

Payments received
(6,761
)
 
(32,828
)
Amortization
(4,723
)
 
(10,239
)
Accretion
597

 
3,103

Balance at end of period
$
92,103

 
$
101,634


25

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


The following tables provide information on covered loans based on credit quality indicators (defined in Note A) as of December 31, 2011 and September 30, 2011 :
Credit Risk Profile by Internally Assigned Grade:
 
December 31, 2011
Internally Assigned Grade
 
Total
Net  Loans
 
Pass
 
Special mention
 
Substandard
 
Doubtful
 
Loss
 
 
(In thousands)
Purchased non-credit impaired loans:
 
 
 
 
 
 
 
 
 
 
 
Single-family residential
$
42,610

 
$

 
$
586

 
$

 
$

 
$
43,196

Construction - speculative
725

 

 

 

 

 
725

Construction - custom

 

 

 

 

 

Land - acquisition & development
8,050

 
5,402

 
1,177

 

 

 
14,629

Land - consumer lot loans
523

 

 

 

 

 
523

Multi-family
30,317

 
313

 
2,454

 

 

 
33,084

Commercial real estate
104,144

 
1,139

 
29,719

 

 

 
135,002

Commercial & industrial
8,347

 
4,601

 
3,948

 
444

 

 
17,340

HELOC
21,595

 

 

 

 

 
21,595

Consumer
1,061

 

 

 

 

 
1,061

 
217,372

 
11,455

 
37,884

 
444

 

 
267,155

Total grade as a % of total net loans
81.4
%
 
4.3
%
 
14.2
%
 
0.2
%
 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchased credit impaired loans:
 
 
 
 
 
 
 
 
Pool 1 - Construction and land A&D
9,989

 
2,723

 
50,717

 

 

 
63,429

Pool 2 - Single-family residential
3,579

 

 
4,025

 

 

 
7,604

Pool 3 - Multi-family

 
3,066

 
234

 

 

 
3,300

Pool 4 - HELOC & other consumer
2,603

 

 
4,415

 

 

 
7,018

Pool 5 - Commercial real estate
415

 
30,416

 
47,723

 

 

 
78,554

Pool 6 - Commercial & industrial
2,866

 
2,590

 
21,268

 
560

 
47

 
27,331

 
$
19,452

 
$
38,795

 
$
128,382

 
$
560

 
$
47

 
187,236

 
 
 
 
 
 
 
 
 
Total covered loans
 
454,391

 
 
 
 
 
 
 
 
 
Discount
 
(103,156
)
 
 
 
 
 
 
 
 
 
Allowance
 
(3,766
)
 
 
 
 
 
 
 
 
 
Covered loans, net
 
$
347,469



26

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


September 30, 2011
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













27

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED DECEMBER 31, 2011 AND 2010
(UNAUDITED)


The following tables provide an analysis of the age of purchased non-credit impaired loans in past due status for the periods ended December 31, 2011 and September 30, 2011 :
 
December 31, 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
 
Single-Family Residential
$
43,196

 
$
40,188

 
$
934

 
$

 
$
2,074

 
$
3,008

 
6.96
%
Construction - Speculative
725

 
725

 

 

 

 

 
NM

Construction - Custom

 

 

 

 

 

 
NM

Land - Acquisition & Development
14,629

 
13,002

 
399

 

 
1,228

 
1,627

 
11.12

Land - Consumer Lot Loans
523

 
507

 
16

 

 

 
16

 
3.06

Multi-Family
33,084

 
31,576

 

 

 
1,508

 
1,508

 
4.56

Commercial Real Estate
135,002

 
131,871

 
205

 
1,680

 
1,246

 
3,131

 
2.32

Commercial & Industrial
17,340

 
12,671

 
3,723

 
207

 
739

 
4,669

 
26.93

HELOC
21,595

 
20,200

 
948

 
150

 
297

 
1,395

 
6.46

Consumer
1,061

 
1,007

 
49

 
4

 
1

 
54

 
5.09

 
$
267,155

 
$
251,747

 
$
6,274

 
$
2,041

 
$
7,093

 
$
15,408

 
5.77
%


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
 
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
%

NM - not meaningful

28

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I – Financial Information
Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations



FORWARD LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form 10-Q includes certain “forward-looking statements,” as defined in the Securities Act of 1933 and the Securities Exchange Act of 1934, based on current management expectations. Actual results could differ materially from those management expectations. Such forward-looking statements include statements regarding the Company’s intentions, beliefs or current expectations as well as the assumptions on which such statements are based. Stockholders and potential stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Factors that could cause future results to vary from current management expectations include, but are not limited to: general economic conditions; legislative and regulatory changes, including without limitation the potential effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations to be promulgated thereunder; monetary fiscal policies of the federal government; changes in tax policies; rates and regulations of federal, state and local tax authorities; changes in interest rates; deposit flows; cost of funds; demand for loan products; demand for financial services; competition; changes in the quality or composition of the Company’s loan and investment portfolios; changes in accounting principles; policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees, including without limitation the Bank’s ability to comply in a timely and satisfactory manner with the requirements of the memorandum of understanding entered into with the Office of Thrift Supervision. The Company undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
GENERAL
Washington Federal, Inc. (“Company”) is a savings and loan holding company. The Company’s primary operating subsidiary is Washington Federal. The name of the primary operating subsidiary was changed from Washington Federal Savings to Washington Federal effective July 7, 2011.
INTEREST RATE RISK
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 in term than the characteristics of its primary liabilities of customer accounts and borrowings. As a result, assets do not respond as quickly to changes in interest rates as liabilities and net interest income typically declines when interest rates rise and expands when interest rates fall as compared to a portfolio of matched maturities of assets and liabilities.
At December 31, 2011 , the Company had approximately $2.5 billion more liabilities subject to repricing in the next year than assets, which amounted to a negative one-year maturity gap of 18.1% of total assets. This is an increase from the 16.5% negative gap as of September 30, 2011 .
The potential impact of rising interest rates on net income for one year has also been estimated using the new model. In the event of an immediate and parallel increase of 200 basis points in interest rates, we would expect net interest income to decrease by 3.4%. In the event of a gradual increase from current rates by 200 basis points over a twelve-month period, we would expect a decrease in net interest income of .7%.
This analysis assumes zero balance sheet growth and constant percentage composition of assets and liabilities. It also assumes that loan and deposit prices respond in full to the increase in market rates. Actual results will differ from the assumptions used in this model, as Management monitors and adjusts loan and deposit pricing and the size and composition of the balance sheet to respond to changing interest rates.
The net portfolio value (“NPV”) is the difference between the present value of interest-bearing assets and the present value of expected cash flows from interest-earning liabilities and off-balance-sheet contracts. The sensitivity of the NPV to changes in interest rates is another measure of interest rate risk. This approach provides a longer term view of interest rate risk as it incorporates all future expected cash flows. In the event of an immediate and parallel increase of 200 basis points in interest rates, the NPV is estimated to decline by $599 million and the NPV to total assets ratio to decline to 10.87%. As of September 30, 2011 the estimated decrease in NPV in the event of a 200 basis point increase in rates was estimated to decline by $619 million and the NPV to total assets ratio to decline to 11.04%. This increase in NPV sensitivity is primarily due to faster prepayment estimates.
The interest rate spread decreased to 3.11% at December 31, 2011 from 3.13% at September 30, 2011 . The spread decreased due to a continued declining average rate on earning assets. As of December 31, 2011 , the weighted average rate on earning assets

29

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I – Financial Information
Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations



decreased by 12 basis points compared to September 30, 2011 , while the weighted average rates on customer deposit accounts and borrowings decreased by 10 basis points over the same period.
As of December 31, 2011 , the Company had increased total assets by $208,967,000 from $13,440,749,000 at September 30, 2011 . For the quarter ended December 31, 2011 , compared to September 30, 2011 , loans (both non-covered and covered) decreased $160,516,000, or 1.9%. To help offset the reduced income from loans, investment securities increased $288,122,000, or 8.7%. Cash and cash equivalents of $909,911,000 and stockholders’ equity of $1,910,387,000 provides management with flexibility in managing interest rate risk going forward.


LIQUIDITY AND CAPITAL RESOURCES
The Company’s net worth at December 31, 2011 was $1,910,387,000 , or 14.00% , of total assets. This was an increase of $3,854,000 from September 30, 2011 when net worth was $1,906,533,000 , or 14.18% , of total assets. The Company’s net worth was impacted in the quarter by net income of $33,418,000 , the payment of $8,517,000 in cash dividends, treasury stock purchases that totaled $20,311,000, as well as a decrease in other comprehensive income of $1,593,000.
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. To be categorized as well capitalized, Washington Federal must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table.
 
 
Actual
 
Capital
Adequacy Guidelines
 
Categorized as
Well Capitalized Under
Prompt Corrective
Action Provisions
 
Capital
 
Ratio
 
Capital
 
Ratio
 
Capital
 
Ratio
 
(In thousands)
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
$
1,632,494

 
24.96
%
 
$
523,295

 
8.00
%
 
$
654,119

 
10.00
%
Tier I capital to risk-weighted assets
1,549,770

 
23.69
%
 
N/A

 
N/A

 
392,471

 
6.00
%
Core capital to adjusted tangible assets
1,549,770

 
11.73
%
 
N/A

 
N/A

 
660,757

 
5.00
%
Core capital to total assets
1,549,770

 
11.73
%
 
528,606

 
4.00
%
 
N/A

 
N/A

Tangible capital to tangible assets
1,549,770

 
11.73
%
 
528,606

 
4.00
%
 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2011
 
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
%
 
N/A

 
N/A

 
395,074

 
6.00
%
Core capital to adjusted tangible assets
1,543,438

 
11.82
%
 
N/A

 
N/A

 
62,672

 
5.00
%
Core capital to total assets
1,543,438

 
11.82
%
 
391,603

 
3.00
%
 
N/A

 
N/A

Tangible capital to tangible assets
1,543,438

 
11.82
%
 
195,802

 
1.50
%
 
N/A

 
N/A

CHANGES IN FINANCIAL CONDITION
Available-for-sale and held-to-maturity securities : Available-for-sale securities increased $292,932,000, or 9.0%, during the three months ended December 31, 2011 , which included the purchase of $581,337,000 of available-for-sale securities. There were $3,500,000 of available-for-sale securities sold during the quarter ended December 31, 2011, resulting in no gain or loss. During the same period, there were no purchases or sales of held-to-maturity securities. As of December 31, 2011 , the Company had net unrealized gains on available-for-sale securities of $84,196,000, 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 : During the quarter ended December 31, 2011 , the balance of loans receivable decreased 1.6% to $7,810,075,000

30

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I – Financial Information
Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations



compared to $7,935,877,000 at September 30, 2011 . This decrease is consistent with management’s strategy to reduce the Company’s exposure to land and construction loans and not aggressively compete for 30 year fixed-rate mortgages at current market rates. Additionally, during the year to date period, $42,774,000 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 loan portfolio by category for the last three quarters.
 
Loan Portfolio by Category *
June 30, 2011
 
September 30, 2011
 
December 31, 2011
 
(In thousands)
Single-family residential
$
6,281,072

 
74.8
%
 
$
6,218,878

 
74.9
%
 
$
6,082,490

 
74.1
%
Construction - speculative
143,964

 
1.7

 
140,459

 
1.7

 
130,120

 
1.6

Construction - custom
270,894

 
3.2

 
279,851

 
3.4

 
271,227

 
3.3

Land - acquisition & development
230,901

 
2.8

 
200,692

 
2.4

 
175,965

 
2.1

Land - consumer lot loans
169,714

 
2.0

 
163,146

 
2.0

 
154,874

 
1.9

Multi-family
717,107

 
8.6

 
700,673

 
8.4

 
689,149

 
8.4

Commercial real estate
303,023

 
3.6

 
303,442

 
3.7

 
415,394

 
5.1

Commercial & industrial
82,091

 
1.0

 
109,332

 
1.3

 
93,792

 
1.1

HELOC
114,676

 
1.4

 
115,092

 
1.4

 
132,089

 
1.6

Consumer
73,061

 
0.9

 
67,509

 
0.8

 
63,243

 
0.8

 
8,386,503

 
100
%
 
8,299,074

 
100
%
 
8,208,343

 
100
%
Less:
 
 
 
 
 
 
 
 
 
 
 
Allowance for probable losses
161,099

 
 
 
157,160

 
 
 
154,540

 
 
Loans in process
164,747

 
 
 
170,229

 
 
 
159,437

 
 
Discount on acquired loans

 
 
 

 
 
 
48,929

 
 
Deferred net origination fees
37,047

 
 
 
35,808

 
 
 
35,362

 
 
 
362,893

 
 
 
363,197

 
 
 
398,268

 
 
 
$
8,023,610

 
 
 
$
7,935,877

 
 
 
$
7,810,075

 
 
 ____________________
* Excludes covered loans
Covered loans : As of December 31, 2011 , covered loans had decreased 9.1%, or $34,714,000, to $347,469,000 , compared to September 30, 2011 , due to continued paydowns and transfers of the properties into covered real estate owned.
Non-performing assets : Non-performing assets, which excludes covered assets acquired in FDIC-assisted transactions, decreased during the quarter ended December 31, 2011 to $343,665,000 from $370,294,000 at September 30, 2011 , a 7.2% decrease. The continued elevated level of NPAs is a result of the significant decline in housing values in the western United States and the national recession over the last three years. Non-performing assets as a percentage of total assets was 2.52% at December 31, 2011 compared to 2.76% at September 30, 2011 . This level of NPAs remains significantly higher than the 0.88% average in the Company’s 28+ year history as a public company. The Company anticipates NPAs will continue to be elevated in the future until the residential real estate market stabilizes and values recover.
The following table sets forth information regarding restructured and non-accrual loans and REO held by the Company at the dates indicated.
 

31

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I – Financial Information
Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations



 
December 31,
2011
 
September 30,
2011
 
(In thousands)
Restructured loans:
 
 
 
 
 
 
 
Single-family residential
$
322,669

 
80.3
%
 
$
309,372

 
82.0
%
Construction - speculative
18,782

 
4.7

 
15,481

 
4.1

Construction - custom
1,196

 
0.3

 

 

Land - acquisition & development
23,299

 
5.8

 
18,033

 
4.8

Land - consumer lot loans
14,411

 
3.6

 
13,124

 
3.5

Multi - family
18,635

 
4.6

 
19,046

 
5.0

Commercial real estate
1,729

 
0.4

 
1,435

 
0.4

Commercial & industrial
804

 
0.2

 
828

 
0.2

HELOC
263

 
0.1

 
177

 

Consumer

 

 

 

Total restructured loans (1)
401,788

 
100
%
 
377,496

 
100
%
Non-accrual loans:
 
 
 
 
 
 
 
Single-family residential
121,218

 
65.3
%
 
126,624

 
60.3
%
Construction - speculative
9,076

 
4.9

 
15,383

 
7.3

Construction - custom
635

 
0.3

 
635

 
0.3

Land - acquisition & development
35,149

 
18.9

 
37,339

 
17.7

Land - consumer lot loans
6,851

 
3.7

 
8,843

 
4.2

Multi-family
7,028

 
3.8

 
7,664

 
3.6

Commercial real estate
4,774

 
2.6

 
11,380

 
5.4

Commercial & industrial
8

 

 
1,679

 
0.8

HELOC
611

 
0.3

 
481

 
0.2

Consumer
433

 
0.2

 
437

 
0.2

Total non-accrual loans (2)
185,783

 
100
%
 
210,465

 
100
%
Total REO (3)
126,432

 
 
 
129,175

 
 
Total REHI (3)
31,450

 
 
 
30,654

 
 
Total non-performing assets
$
343,665

 
 
 
$
370,294

 
 
Total non-performing assets and performing restructured loans as a percentage of total assets
5.46
%
 
 
 
5.56
%
 
 
(1)    Restructured loans were as follows:
 
 
 
 
 
 
 
Performing
$
361,551

 
90.0
%
 
$
320,018

 
84.8
%
Non-accrual *
40,237

 
10.0

 
57,478

 
15.2

 
$
401,788

 
100
%
 
$
377,496

 
100
%

*
Included in "Total non-accrual loans" above
(2)
The Company recognized interest income on nonaccrual loans of approximately $725,000 in the three months ended December 31, 2011 . Had these loans performed according to their original contract terms, the Company would have recognized interest income of approximately $2,823,000 for the three months ended December 31, 2011 .

In addition to the nonaccrual loans reflected in the above table, at December 31, 2011 , the Company had $208,122,000 of loans that were less than 90 days delinquent but which it had classified as substandard for one or more reasons. If these loans were deemed non-performing, the Company’s ratio of total NPAs and performing restructured loans as a percent of total assets would have increased to 6.99% at December 31, 2011 .
(3)
Total REO and REHI (included in real estate held for sale on the Statement of Financial Condition) includes real estate held

32

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I – Financial Information
Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations



for sale acquired in settlement of loans or acquired from purchased institutions in settlement of loans. Excludes covered REO.
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. Single-family residential loans comprised 80.3% of restructured loans as of December 31, 2011 . 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.
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 will be 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 qualitative risk factors component of the general reserve calculation. Any modified loan that re-defaults and is charged-off would impact the historical loss factors component of our general reserve calculation.
Allocation of the allowance for loan losses : The following table shows the allocation of the Company’s allowance for loan losses at the dates indicated.
 
 
December 31, 2011
 
September 30, 2011
 
Amount
 
Loans to
Total Loans (1)
 
Coverage
Ratio (2)
 
Amount
 
Loans to
Total Loans (1)
 
Coverage
Ratio (2)
 
(In thousands)
 
 
 
 
 
(In thousands)
 
 
 
 
Single-family residential
$
84,793

 
74.1
%
 
1.4
%
 
$
83,307

 
74.9
%
 
1.3
%
Construction - speculative
14,640

 
1.6

 
11.3

 
13,828

 
1.7

 
9.8

Construction - custom
457

 
3.3

 
0.2

 
623

 
3.4

 
0.2

Land - acquisition & development
29,089

 
2.1

 
16.5

 
32,719

 
2.4

 
16.3

Land - consumer lot loans
8,283

 
1.9

 
5.1

 
5,520

 
2.0

 
40.0

Multi-family
6,543

 
8.4

 
0.9

 
7,623

 
8.4

 
1.1

Commercial real estate
2,739

 
5.1

 
0.7

 
4,331

 
3.7

 
1.4

Commercial & industrial
4,421

 
1.1

 
4.7

 
5,099

 
1.3

 
4.7

HELOC
972

 
1.6

 
0.7

 
1,139

 
1.4

 
1.0

Consumer
2,603

 
0.8

 
4.1

 
2,971

 
0.8

 
4.4

 
$
154,540

 
100
%
 
 
 
$
157,160

 
100
%
 
 
 __________________
(1)
Represents the total amount of the loan category as a % of total gross non-covered loans outstanding.
(2)
Represents the allocated allowance of the loan category as a % of total gross non-covered loans outstanding for the same loan category.
Customer accounts : Customer accounts increased $209,772,000 , or 2.42% , to $8,875,675,000 at December 31, 2011 compared with $8,665,903,000 at September 30, 2011 . The following table shows the composition of the Company’s customer accounts as of the dates shown:



33

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I – Financial Information
Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations



Deposits by Type
 
   
December 31, 2011
 
September 30, 2011
 
(In thousands)
 
 
 
Wtd. Avg.
Rate
 
 
 
Wtd. Avg.
Rate
Checking (non-interest)
$
266,073

 
3.0
%
 
%
 
$
235,146

 
2.7
%
 
%
NOW (interest)
584,517

 
6.6

 
0.15
%
 
543,907

 
6.3

 
0.13
%
Savings (passbook/stmt)
273,823

 
3.1

 
0.20
%
 
255,396

 
2.9

 
0.20
%
Money Market
1,725,804

 
19.4

 
0.27
%
 
1,627,738

 
18.8

 
0.26
%
CD’s
6,025,458

 
67.9

 
1.41
%
 
6,003,716

 
69.3

 
1.55
%
Total
$
8,875,675

 
100
%
 
1.03
%
 
$
8,665,903

 
100
%
 
1.14
%
FHLB advances and other borrowings : Total borrowings decreased slightly to $2,760,868,000 at December 31, 2011 , compared with $2,762,066,000 at September 30, 2011 . The Company has a credit line with the FHLB Seattle equal to 50% 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.


34

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I – Financial Information
Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations



RESULTS OF OPERATIONS
Net Income : The quarter ended December 31, 2011 , produced net income of $33,418,000 compared to $24,530,000 for the same quarter one year ago. The net income for the quarter ended December 31, 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 $11,209,000 , for the quarter ended December 31, 2011 , as compared to $26,000,000 for the three month period one year ago. See related discussion in “Provision for Loan Losses” section below for reasons for the decrease in the provision for loan losses. In addition, losses recognized on real estate acquired through foreclosure was $10,570,000 for the quarter ended December 31, 2011 as compared to $10,553,000 for the three month period one year ago.
Net Interest Income : The largest component of the Company’s earnings is net interest income, which is the difference between the interest and dividends earned on loans and other investments and the interest paid on customer deposits and borrowings. Net interest income is impacted primarily by two factors; first, the volume of earning assets and liabilities and second, the rate earned on those assets or the rate paid on those liabilities.
The following table sets forth certain information explaining changes in interest income and interest expense for the periods indicated compared to the same periods one year ago. 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 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.
Rate / Volume Analysis:
 
 
Comparison of Quarters Ended
12/31/11 and 12/31/10
 
Volume
 
Rate
 
Total
 
                       (In thousands)
Interest income:
 
 
 
 
 
Loans and covered loans
$
(8,465
)
 
$
(1,971
)
 
$
(10,436
)
Mortgaged-backed securities
7,780

 
(5,178
)
 
2,602

Investments (1)
(483
)
 
(1,346
)
 
(1,829
)
All interest-earning assets
(1,168
)
 
(8,495
)
 
(9,663
)
Interest expense:
 
 
 
 
 
Customer accounts
(336
)
 
(8,449
)
 
(8,785
)
FHLB advances and other borrowings
932

 
(791
)
 
141

All interest-bearing liabilities
596

 
(9,240
)
 
(8,644
)
Change in net interest income
$
(1,764
)
 
$
745

 
$
(1,019
)
___________________ 
(1)
Includes interest on cash equivalents and dividends on FHLB stock
Provision for Loan Losses : The Company recorded an $ 11,209,000 provision for loan losses during the quarter ended December 31, 2011 , while a $ 26,000,000 provision was recorded for the same quarter one year ago. Non-performing assets amounted to $343,665,000 , or 2.52% , of total assets at December 31, 2011 , compared to $442,699,000 , or 3.30% , of total assets one year ago. Non-accrual loans decreased from $256,434,000 at December 31, 2010 , to $185,783,000 at December 31, 2011 , a 27.6% decrease. The Company had net charge-offs of $13,829,000 for the quarter ended December 31, 2011 , compared with $29,806,000 of net charge-offs for the same quarter 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; second, non-accrual loans as a percentage of net loans decreased from 3.15% at December 31, 2010 , to 2.38% at December 31, 2011 ; third, the percentage of loans 30 days or more delinquent decreased from from 3.41% at December 31, 2010 , to 3.13% at December 31, 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% of the gross loan portfolio at December 31, 2010 , to 3.7% at December 31, 2011 . Management expects the provision to remain at elevated levels until housing values stabilize. Management believes the allowance for loan losses, totaling $154,540,000 , is sufficient to absorb estimated losses inherent in the portfolio.

35

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I – Financial Information
Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations



See Note F for further discussion and analysis of the allowance for loan losses for the quarter ended December 31, 2011 .
Other Income : The quarter ended December 31, 2011 produced total other income of $4,645,000 compared to $4,426,000 for the same quarter one year ago, an increase of $219,000.
Other Expense : The quarter ended December 31, 2011 , produced total other expense of $34,364,000 compared to $34,279,000 for the same quarter one year ago, a 0.25% increase. Total other expense for the quarters ended December 31, 2011 and 2010 equaled 1.01% and 1.02%, respectively, of average assets. The number of staff, including part-time employees on a full-time equivalent basis, was 1,241 and 1,226 at December 31, 2011 and 2010 , respectively.
Taxes : Income taxes increased to $18,799,000 for the quarter ended December 31, 2011 , as compared to $13,798,000 for the same period one year ago. The effective tax rate for the quarters ended December 31, 2011 and 2010, was 36.00%. The Company expects an effective tax rate of 36.00% going forward.

Item 3.        Quantitative and Qualitative Disclosures About Market Risk
Management believes that there have been no material changes in the Company’s quantitative and qualitative information about market risk since September 30, 2011 For a complete discussion of the Company’s quantitative and qualitative market risk, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2011 Form 10-K.


36

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I – Financial Information
Item 4.        Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer along with the Company’s Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15. Based upon that evaluation, the Company’s President and Chief Executive Officer, along with the Company’s Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings. There have been no significant changes in the Company’s internal controls or in other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Disclosure controls and procedures are Company controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.


37



WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
 
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 1A. Risk Factors
In addition to the other information contained in this Quarterly Report on Form 10-Q, the following risk factors represent material updates and additions to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations.
Financial reform legislation has, among other things, eliminated the Office of Thrift Supervision (“OTS”), tightened capital standards, created a new Consumer Financial Protection Bureau and resulted in new laws and regulations that may increase our costs of operations.
On July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). This new law significantly changed the current bank regulatory structure and affected the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. It requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Act may not be known for many months or years.
One change that was particularly significant to the Company and the Bank was the abolition of the OTS, the Bank’s historical federal financial institution regulator. After the OTS was abolished, supervision and regulation of the Company moved to the Board of Governors of the Federal Reserve System (“Federal Reserve”) and supervision and regulation of the Bank moved to the Office of the Comptroller of the Currency (“OCC”). Except as described below, however, the laws and regulations applicable to the Company and the Bank will not generally change – the Home Owners Loan Act and the regulations issued under the Act will generally still apply (although these laws and regulations will be interpreted by the Federal Reserve and the OCC, respectively).
In addition, the Company for the first time is subject to consolidated capital requirements and is required to serve as a source of strength to the Bank. The Bank is subject to the same lending limits as national banks. At this time, we do not anticipate that being subject to any of these provisions will have a material effect on the Company or the Bank.
The Act also broadened the base for Federal Deposit Insurance Corporation insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital of a financial institution. This could result in an increase in deposit insurance assessments to be paid by the Bank. The Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2008, and non-interest bearing transaction accounts will have unlimited deposit insurance from March 31, 2011 through December 31, 2012. The Federal Reserve also adopted a rule addressing interchange fees applicable to debit card transactions that lowers fee income generated from this source. At this time, we do not anticipate that being subject to any of these provisions will have a material effect on the Company or the Bank.
The Act requires publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizes the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate their own candidates for election as directors using a company’s proxy materials. The legislation also directs the federal financial institution regulatory agencies to promulgate rules prohibiting excessive compensation being paid to financial institution executives.
The Act created a new Consumer Financial Protection Bureau to take over responsibility for the principal federal consumer protection laws, such as the Truth in Lending Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act and the Truth in Saving Act, among others, with broad rule-making, supervisory and examination authority in this area over institutions that have assets of $10 billion or more, such as the Bank. The Act also narrowed the scope of federal preemption of state laws related to federally chartered institutions.
Many of the provisions of the Act will not become effective until a year or more after its enactment and, if required, the adoption and effectiveness of implementing regulations. In addition, the scope and impact of many of the Act’s provisions will be determined

38

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
 
PART II – Other Information


through the rulemaking process. As a result, we cannot predict the ultimate impact of the Act on the Company or the Bank at this time, including the extent to which it could increase costs or limit our ability to pursue business opportunities in an efficient manner, or otherwise adversely affect our business, financial condition and results of operations. Nor can we predict the impact or substance of other future legislation or regulation. However, it is expected that at a minimum they will increase our operating and compliance costs.

The Bank has entered into a memorandum of understanding with the OTS that will entail compliance costs.  Failure to comply with the memorandum could result in formal enforcement action or regulatory constraints on the Bank.

As previously disclosed, the Bank entered into a memorandum of understanding (“MOU”) with the OTS on July 28, 2010.  The MOU and our compliance with it is being monitored by the OCC since the OTS was abolished in July 2011. The MOU does not affect dividend policy or require additional capital, but a finding by the OCC that the Bank failed to comply with the MOU could result in additional regulatory scrutiny, constraints on the Bank's business, or formal enforcement action.  Any of those events could have a material adverse effect on the Bank's future operations, financial condition, growth or other aspects of our business. 

The MOU will remain in effect until the OCC, as the successor to the OTS, decides to modify, suspend or terminate it. 



Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information with respect to purchases made by or on behalf of the Company of the Company’s common stock during the three months ended December 31, 2011 .
 
Period
Total Number of
Shares Purchased
 
Average Price
Paid Per Share
 
Total Number of
Shares Purchased
as Part of  Publicly
Announced Plan (1)
 
Maximum
Number of Shares
That May Yet Be
Purchased Under
the Plan at the
End of the Period
October 1, 2011 to October 31, 2011
1,389,700

 
$
13.14

 
1,389,700

 
7,693,814

November 1, 2011 to November 30, 2011
160,300

 
12.77

 
160,300

 
7,533,514

December 1, 2011 to December 31, 2011

 

 

 
7,533,514

Total
1,550,000

  
$
13.10

  
1,550,000

 
7,533,514

 ___________________
(1)
The Company's only stock repurchase program was publicly announced by the Board of Directors on February 3, 1995 and has no expiration date. Under this ongoing program, a total of 31,956,264 shares have been authorized for repurchase.

 
 
 
 

Item 3.        Defaults Upon Senior Securities
Not applicable

Item 5.        Other Information
Not applicable

Item 6.        Exhibits

39


(a)
 
Exhibits
 
 
 
31.1
  
Section 302 Certification by the Chief Executive Officer
 
 
 
31.2
  
Section 302 Certification by the Chief Financial Officer
 
 
 
32
  
Section 906 Certification by the Chief Executive Officer and the Chief Financial Officer
 
 
 
101
  
Financial Statements from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011 formatted in XBRL


40


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
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.
 
February 7, 2012
/ S /    R OY  M. W HITEHEAD        
 
ROY M. WHITEHEAD
Chairman, President and Chief Executive Officer
 
 
February 7, 2012
/ S /    B RENT  J. B EARDALL        
 
BRENT J. BEARDALL
Executive Vice President and Chief
Financial Officer

41
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