10-Q 1 wafd0630201310-q.htm 10-Q WAFD 06.30.2013 10-Q
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 June 30, 2013
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 August 5, 2013
Common stock, $1.00 par value
103,502,520



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)
 
June 30, 2013
 
September 30, 2012
 
(In thousands, except share data)
ASSETS
 
 
 
Cash and cash equivalents
$
646,857

 
$
751,430

Available-for-sale securities, at fair value
2,058,144

 
1,781,705

Held-to-maturity securities, at amortized cost
1,589,779

 
1,191,487

Loans receivable, net
7,390,506

 
7,451,998

Covered loans, net
310,378

 
288,376

Interest receivable
48,016

 
46,857

Premises and equipment, net
206,157

 
178,845

Real estate held for sale
84,748

 
99,478

Covered real estate held for sale
27,514

 
29,549

FDIC indemnification asset
73,665

 
87,571

FHLB stock
150,533

 
149,840

Intangible assets, net
264,718

 
256,076

Federal and state income tax assets, net
36,709

 
22,513

Other assets
124,759

 
137,219

 
$
13,012,483

 
$
12,472,944

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Liabilities
 
 
 
Customer accounts
 
 
 
Transaction deposit accounts
$
3,448,583

 
$
2,946,453

Time deposit accounts
5,614,914

 
5,630,165

 
9,063,497

 
8,576,618

FHLB advances
1,930,000

 
1,880,000

Advance payments by borrowers for taxes and insurance
25,654

 
40,041

Accrued expenses and other liabilities
70,440

 
76,533

 
11,089,591

 
10,573,192

Stockholders’ equity
 
 
 
Common stock, $1.00 par value, 300,000,000 shares authorized;
132,389,831 and 129,950,223 shares issued; 103,422,427 and 106,177,615 shares outstanding
132,390

 
129,950

Paid-in capital
1,621,200

 
1,586,295

Accumulated other comprehensive income, net of taxes
5,131

 
13,306

Treasury stock, at cost; 28,967,404 and 23,772,608 shares
(397,616
)
 
(310,579
)
Retained earnings
561,787

 
480,780

 
1,922,892

 
1,899,752

 
$
13,012,483

 
$
12,472,944

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
Quarter Ended June 30,
 
Nine Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands, except per share data)
INTEREST INCOME
 
 
 
 
 
 
 
Loans
$
112,932

 
$
118,115

 
$
342,654

 
$
369,366

Mortgage-backed securities
11,951

 
25,101

 
34,325

 
80,079

Investment securities and cash equivalents
3,293

 
2,168

 
9,010

 
6,446

 
128,176

 
145,384

 
385,989

 
455,891

INTEREST EXPENSE
 
 
 
 
 
 
 
Customer accounts
16,385

 
20,903

 
51,851

 
66,868

FHLB advances and other borrowings
17,075

 
27,946

 
50,966

 
84,172

 
33,460

 
48,849

 
102,817

 
151,040

Net interest income
94,716

 
96,535

 
283,172

 
304,851

Provision for loan losses

 
10,367

 
3,600

 
39,576

Net interest income after provision for loan losses
94,716

 
86,168

 
279,572

 
265,275

OTHER INCOME
 
 
 
 
 
 
 
Gain on sale of investments

 

 

 

Other
5,059

 
3,590

 
16,062

 
13,263

 
5,059

 
3,590

 
16,062

 
13,263

OTHER EXPENSE
 
 
 
 
 
 
 
Compensation and benefits
24,582

 
19,281

 
68,731

 
58,141

Occupancy
4,530

 
3,952

 
13,801

 
11,977

FDIC insurance premiums
2,831

 
4,000

 
9,280

 
12,543

Other
9,667

 
8,730

 
29,261

 
24,479

 
41,610

 
35,963

 
121,073

 
107,140

Gain (loss) on real estate acquired through foreclosure, net
176

 
1,146

 
(7,145
)
 
(11,005
)
Income before income taxes
58,341

 
54,941

 
167,416

 
160,393

Income tax provision
21,003

 
19,778

 
58,818

 
57,742

NET INCOME
$
37,338

 
$
35,163

 
$
108,598

 
$
102,651

 

 

 
 
 
 
PER SHARE DATA
 
 
 
 
 
 
 
Basic earnings
$
0.36

 
$
0.33

 
$
1.03

 
$
0.96

Diluted earnings
0.36

 
0.33

 
1.03

 
0.96

Cash dividends per share
0.09

 
0.08

 
0.26

 
0.24

Basic weighted average number of shares outstanding
104,143,915

 
106,877,112

 
105,119,097

 
107,308,948

Diluted weighted average number of shares outstanding, including dilutive stock options
104,192,444

 
106,926,755

 
105,167,959

 
107,347,668

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 
Quarter Ended June 30,
 
Nine Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
 
 
 
 
 
 
 
 
Net income
$
37,338

 
$
35,163

 
$
108,598

 
$
102,651

Other comprehensive income (loss) net of tax:
 
 
 
 
 
 
 
Net unrealized gain (loss) on available-for-sale securities
(10,697
)
 
(3,869
)
 
(12,925
)
 
(36,447
)
Related tax benefit (expense)
3,931

 
1,422

 
4,750

 
13,394

Reclassification adjustment of net gain (loss) from sale
 
 
 
 
 
 
 
     of available-for-sale securities included in net income

 

 

 

Related tax benefit (expense)

 

 

 

Other comprehensive income (loss)
(6,766
)
 
(2,447
)
 
(8,175
)
 
(23,053
)
Comprehensive income
$
30,572

 
$
32,716

 
$
100,423

 
$
79,598

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) 
 
Nine Months Ended
 
June 30, 2013
 
June 30, 2012
 
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
 
Net income
$
108,598

 
$
102,651

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Amortization (accretion) of fees, discounts, premiums and intangible assets, net
3,957

 
40,397

Cash received from FDIC under loss share
13,014

 
276

Depreciation
6,550

 
5,625

Stock option compensation expense
900

 
900

Provision for loan losses
3,600

 
39,576

Gain on real estate held for sale, net
(18
)
 
(8,366
)
Decrease (increase) in accrued interest receivable
872

 
(460
)
Increase in FDIC loss share receivable
(1,346
)
 
(5,742
)
Increase (decrease) in income taxes payable
(9,446
)
 
9,345

Decrease in other assets
36,665

 
15,908

Increase (decrease) in accrued expenses and other liabilities
(23,177
)
 
1,229

Net cash provided by operating activities
140,169

 
201,339

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Net principal collections (loan originations)
475,354

 
372,802

FHLB stock redemptions
4,391

 
1,830

Available-for-sale securities purchased
(506,966
)
 
(1,499,227
)
Principal payments and maturities of available-for-sale securities
198,555

 
1,065,254

Available-for-sale securities sold
43,198

 
3,500

Held-to-maturity securities purchased
(821,215
)
 

Principal payments and maturities of held-to-maturity securities
428,827

 
11,899

Net cash received from acquisition
202,308

 
50,576

Proceeds from sales of real estate held for sale
87,144

 
138,689

Proceeds from sales of covered REO
17,216

 
28,343

Increase in intangible assets

 
(1,061
)
Premises and equipment purchased and REO improvements
(22,941
)
 
(14,157
)
Net cash provided by investing activities
105,871

 
158,448

CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Net decrease in customer accounts
(250,364
)
 
(118,505
)
Net increase (decrease) in borrowings
27,529

 
(22,595
)
Proceeds from exercise of common stock options
296

 
199

Dividends paid on common stock
(26,650
)
 
(25,580
)
Treasury stock purchased
(87,037
)
 
(30,307
)
Decrease in advance payments by borrowers for taxes and insurance
(14,387
)
 
(15,235
)
Net cash used by financing activities
(350,613
)
 
(212,023
)
Increase (decrease) in cash and cash equivalents
(104,573
)
 
147,764

Cash and cash equivalents at beginning of period
751,430

 
816,002

Cash and cash equivalents at end of period
$
646,857

 
$
963,766


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



6



WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
 
Nine Months Ended
 
June 30, 2013
 
June 30, 2012
 
(In thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 
Non-cash investing activities
 
 
 
Non-covered real estate acquired through foreclosure
$
72,762

 
$
124,482

Covered real estate acquired through foreclosure
10,245

 
13,094

Cash paid during the period for
 
 
 
Interest
104,370

 
151,805

Income taxes
48,111

 
48,331

The following summarizes the non-cash activities related to acquisitions
 
 
 
Fair value of assets acquired
$
819,904

 
$
124,594

Fair value of liabilities assumed
(776,009
)
 
(154,493
)
Net fair value of assets (liabilities)
43,895

 
(29,899
)
 
 
 
 
 
 
 
 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(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. (“The 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, 2012 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 2012 Annual Report on Form 10-K (“2012 Form 10-K”) as filed with the SEC. Interim results are not necessarily indicative of results for a full year.
The significant accounting policies used in preparation of our consolidated financial statements are disclosed in our 2012 Form 10-K. Other than as discussed below, there have not been any material changes in our significant accounting policies compared to those contained in our 2012 Form 10-K.
Off-Balance-Sheet Credit Exposures – The only material off-balance-sheet credit exposures are loans in process and unused lines of credit, which had a combined balance at June 30, 2013, excluding covered loans, of $320,522,000. The Company estimates losses on off-balance-sheet credit exposures by including the exposures with the related principal balance outstanding and then applying its general reserve methodology.
Certain reclassifications have been made to the financial statements to conform prior periods to current classifications.

NOTE B - Acquisitions

South Valley Bank and Trust
Effective as of the close of business October 31, 2012, Washington Federal completed the acquisition of South Valley Bank and Trust, headquartered in Klamath Falls, Oregon (“South Valley”). The acquisition provided recorded book values of $383 million of net loans, $107 million of net covered loans, $735 million of deposit accounts, including $533 million in transaction deposit accounts and 24 branch locations in Central and Southern Oregon. Total consideration paid at closing was $44 million, including $34 million of Washington Federal, Inc. stock and $10 million of cash resulting from the collection of certain earn-out assets. If other earn-out assets are collected over time, the Company could pay up to $14 million, of which $5 million has been accrued .

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. All fair value adjustment amounts previously recognized in the financial statements at March 31, 2013 were determined provisionally as the purchase accounting fair value analysis was incomplete as of March 31, 2013. These amounts have been retrospectively adjusted to reflect the completion of the fair value analysis during the quarter ended June 30, 2013. The adjustments recorded in the quarter ended June 30, 2013 were a decrease in real estate held for sale of $2,394,000 offset by an increase in goodwill of $1,517,000 and other assets of $854,000 to reflect updated acquisition date valuations.

Loans that were classified as non-performing loans by South Valley are no longer classified as non-performing because, at acquisition, the carrying value of the 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 of the Company include the operating results produced by the acquired assets and assumed liabilities for the period from November 1, 2012 to June 30, 2013.
 
The table below displays the adjusted fair value as of the acquisition date for each major class of assets acquired and liabilities assumed:


8

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


 
 
 
 
 
Adjusted Fair Value Recorded by
 
 
Washington Federal
 
 
(In thousands)
 Assets:
 
 
 Cash and cash equivalents
 
$
212,711

 Available for sale securities
 
43,198

 FHLB stock
 
5,211

 Loans receivable, net
 
361,200

 Covered loans receivable, net
 
107,946

 FDIC indemnification asset
 
16,619

 Property and equipment, net
 
24,259

 Core deposit intangible
 
1,433

 Real estate held for sale
 
7,400

 Covered real estate held for sale
 
5,224

 Goodwill
 
8,624

 Other assets
 
26,079

   Total Assets
 
819,904

 
 
 
 Liabilities:
 
 
 Customer accounts
 
737,395

 FHLB advances
 
22,471

 Other liabilities
 
16,143

   Total Liabilities
 
776,009

 
 
 
 Net assets acquired
 
$
43,895

 
 
 
Consideration provided:
 
 
 Equity Issued
 
$
33,492

 Cash paid
 
10,403

 
 
$
43,895






9

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)



NOTE C – Dividends
On July 19, 2013, the Company paid its 122nd consecutive quarterly cash dividend on common stock. Dividends per share were $.09 and $.08 for the quarters ended June 30, 2013 and 2012, respectively.


10

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


NOTE D – Loans Receivable (excluding Covered Loans)

 
June 30, 2013
 
September 30, 2012
 
(In thousands)
Non-acquired loans
 
 
 
 
 
 
 
  Single-family residential
$
5,253,604

 
67.6
%
 
$
5,778,922

 
73.5
%
  Construction - speculative
116,363

 
1.5

 
129,637

 
1.6

  Construction - custom
237,952

 
3.1

 
211,690

 
2.7

  Land - acquisition & development
85,248

 
1.1

 
124,677

 
1.6

  Land - consumer lot loans
128,745

 
1.7

 
141,844

 
1.8

  Multi-family
741,870

 
9.5

 
710,140

 
9.0

  Commercial real estate
398,130

 
5.1

 
319,210

 
4.1

  Commercial & industrial
239,469

 
3.1

 
162,823

 
2.1

  HELOC
111,418

 
1.4

 
112,902

 
1.4

  Consumer
51,515

 
0.7

 
63,374

 
0.8

Total non-acquired loans
7,364,314

 
94.8

 
7,755,219

 
98.6

Acquired loans
 
 
 
 
 
 
 
  Single-family residential
15,354

 
0.2

 

 

  Construction - speculative

 

 

 

  Construction - custom

 

 

 

  Land - acquisition & development
3,720

 

 

 

  Land - consumer lot loans
3,615

 
0.1

 

 

  Multi-family
7,383

 
0.1

 

 

  Commercial real estate
162,724

 
2.1

 

 

  Commercial & industrial
88,768

 
1.1

 

 

  HELOC
11,466

 
0.1

 

 

  Consumer
9,035

 
0.1

 

 

Total acquired loans
302,065

 
3.8

 

 

Credit-impaired acquired loans
 
 
 
 
 
 
 
  Single-family residential
335

 

 
342

 

  Construction - speculative

 

 
1,889

 

  Land - acquisition & development
2,484

 

 
3,702

 
0.1

  Multi-family

 

 
601

 

  Commercial real estate
78,519

 
1.1

 
87,154

 
1.1

  Commercial & industrial
8,606

 
0.1

 
3,292

 

  HELOC
12,015

 
0.2

 
14,040

 
0.2

  Consumer
79

 

 
97

 

Total credit-impaired acquired loans
102,038

 
1.4

 
111,117

 
1.4

Total loans
 
 
 
 
 
 
 
   Single-family residential
5,269,293

 
67.8

 
5,779,264

 
73.5

   Construction - speculative
116,363

 
1.5

 
131,526

 
1.6

   Construction - custom
237,952

 
3.1

 
211,690

 
2.7

   Land - acquisition & development
91,452

 
1.1

 
128,379

 
1.7

   Land - consumer lot loans
132,360

 
1.8

 
141,844

 
1.8

   Multi-family
749,253

 
9.6

 
710,741

 
9

   Commercial real estate
639,373

 
8.3

 
406,364

 
5.2

   Commercial & industrial
336,843

 
4.3

 
166,115

 
2.1


11

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


   HELOC
134,899

 
1.7

 
126,942

 
1.6

   Consumer
60,629

 
0.8

 
63,471

 
0.8

Total loans
7,768,417

 
100
%
 
7,866,336

 
100
%
Less:
 
 
 
 
 
 
 
Allowance for probable losses
118,104

 
 
 
133,147

 
 
Loans in process
189,677

 
 
 
213,286

 
 
Discount on acquired loans
37,568

 
 
 
33,484

 
 
Deferred net origination fees
32,562

 
 
 
34,421

 
 
 
377,911

 
 
 
414,338

 
 
 
$
7,390,506

 
 
 
$
7,451,998

 
 

12

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


Changes in the carrying amount and accretable yield for acquired impaired and non-impaired loans for the nine months ended June 30, 2013 and the fiscal year ended September 30, 2012 were as follows:

June 30, 2013
Credit impaired acquired loans
 
Acquired Non-impaired
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
(In thousands)
Balance as of beginning of period
$
16,928

 
$
77,613

 
$

 
$

Reclassification from nonaccretable balance, net (1)
30,026

 
 
 
 
 
 
Additions (2)
614

 
9,865

 
10,804

 
351,335

Accretion
(7,131
)
 
7,131

 
(297
)
 
297

Transfers to REO

 
(3,704
)
 

 
(3,475
)
Payments received, net

 
(19,432
)
 

 
(53,165
)
Balance as of end of period
$
40,437

 
$
71,473

 
$
10,507

 
$
294,992

(1) reclassification due to improvements in expected cash flows of the underlying loans.
 
 
 
 
(2) includes acquired loans which were acquired as part of the South Valley acquisition.
 
 
 
 

September 30, 2012
Credit impaired acquired loans
 
Acquired Non-impaired
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
(In thousands)
Balance as of beginning of period
$

 
$

 
$

 
$

Additions (1)
21,384

 
93,691

 

 

Accretion
(4,456
)
 
4,456

 

 

Transfers to REO

 
(2,616
)
 

 

Payments received, net

 
(17,918
)
 

 

Balance as of end of period
$
16,928

 
$
77,613

 
$

 
$

(1) includes acquired impaired loans which were acquired as part of the WNB acquisition.
 
 
 
 

The following table sets forth information regarding non-accrual loans held by the Company as of the dates indicated:
 

13

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


 
June 30, 2013
 
September 30, 2012
 
(In thousands)
Non-accrual loans:
 
 
 
 
 
 
 
Single-family residential
$
104,252

 
70.1
%
 
$
131,193

 
75.7
%
Construction - speculative
3,776

 
2.5

 
10,634

 
6.1

Construction - custom

 

 
539

 
0.3

Land - acquisition & development
9,586

 
6.4

 
13,477

 
7.8

Land - consumer lot loans
3,712

 
2.5

 
5,149

 
3.0

Multi-family
6,653

 
4.5

 
4,185

 
2.4

Commercial real estate
14,348

 
9.7

 
7,653

 
4.4

Commercial & industrial
5,072

 
3.4

 
16

 

HELOC
871

 
0.6

 
198

 
0.1

Consumer
385

 
0.3

 
383

 
0.2

Total non-accrual loans
$
148,655

 
100
%
 
$
173,427

 
100
%

14

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


The following tables provide an analysis of the age of loans in past due status as of June 30, 2013 and September 30, 2012, respectively.
 
June 30, 2013
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)
Non-acquired loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Single-Family Residential
$
5,250,621

 
$
5,127,074

 
$
26,315

 
$
14,354

 
$
82,878

 
$
123,547

 
2.35
%
Construction - Speculative
78,505

 
75,506

 
1,042

 

 
1,957

 
2,999

 
3.82

Construction - Custom
127,978

 
127,738

 
240

 

 

 
240

 
0.19

Land - Acquisition & Development
80,994

 
73,252

 
797

 

 
6,945

 
7,742

 
9.56

Land - Consumer Lot Loans
128,571

 
124,284

 
588

 
195

 
3,504

 
4,287

 
3.33

Multi-Family
716,299

 
714,161

 

 
539

 
1,599

 
2,138

 
0.30

Commercial Real Estate
389,348

 
384,193

 
1,277

 
70

 
3,808

 
5,155

 
1.32

Commercial & Industrial
239,456

 
239,440

 

 

 
16

 
16

 
0.01

HELOC
111,419

 
110,324

 
820

 
69

 
206

 
1,095

 
0.98

Consumer
51,516

 
49,268

 
938

 
959

 
351

 
2,248

 
4.36

Total non-acquired loans
7,174,707

 
7,025,240

 
32,017

 
16,186

 
101,264

 
149,467

 
2.08
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Single-Family Residential
15,354

 
15,291

 
$
5

 
15

 
43

 
63

 
0.41
%
Construction - Speculative

 

 

 

 

 

 

Construction - Custom

 

 

 

 

 

 

Land - Acquisition & Development
3,720

 
2,783

 
412

 
1

 
524

 
937

 
25.19

Land - Consumer Lot Loans
3,614

 
3,095

 
311

 

 
208

 
519

 
14.36

Multi-Family
7,383

 
3,569

 
509

 

 
3,305

 
3,814

 
51.66

Commercial Real Estate
162,689

 
155,178

 
1,059

 
2,560

 
3,892

 
7,511

 
4.62

Commercial & Industrial
88,746

 
88,028

 
453

 
265

 

 
718

 
0.81

HELOC
11,465

 
10,619

 
140

 
131

 
575

 
846

 
7.38

Consumer
9,035

 
8,899

 
83

 
19

 
34

 
136

 
1.51

Total acquired loans
302,006

 
287,462

 
2,972

 
2,991

 
8,581

 
14,544

 
4.82
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit-impaired acquired loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Single-Family Residential
335

 
335

 

 

 

 

 
%
Construction - Speculative

 

 

 

 

 

 

Construction - Custom

 

 

 

 

 

 

Land - Acquisition & Development
2,483

 
2,483

 

 

 

 

 

Land - Consumer Lot Loans

 

 

 

 

 

 

Multi-Family

 

 

 

 

 

 

Commercial Real Estate
78,509

 
75,920

 
639

 
173

 
1,777

 
2,589

 
3.30

Commercial & Industrial
8,606

 
3,320

 
230

 

 
5,056

 
5,286

 
61.42


15

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


HELOC
12,015

 
11,906

 

 
19

 
90

 
109

 
0.91

Consumer
79

 
79

 

 

 

 

 

Total credit-impaired acquired loans
102,027

 
94,043

 
869

 
192

 
6,923

 
7,984

 
7.83
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total loans
$
7,578,740

 
$
7,406,745

 
$
35,858

 
$
19,369

 
$
116,768

 
$
171,995

 
2.27
%

September 30, 2012
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
$
5,776,002

 
$
5,618,261

 
$
34,035

 
$
16,276

 
$
107,430

 
$
157,741

 
2.73
%
Construction - Speculative
88,849

 
85,785

 
142

 
190

 
2,732

 
3,064

 
3.45

Construction - Custom
107,882

 
107,215

 
128

 

 
539

 
667

 
0.62

Land - Acquisition & Development
119,192

 
106,321

 
853

 
1,004

 
11,014

 
12,871

 
10.80

Land - Consumer Lot Loans
141,772

 
134,560

 
1,688

 
375

 
5,149

 
7,212

 
5.09

Multi-Family
676,917

 
672,263

 
718

 
67

 
3,869

 
4,654

 
0.69

Commercial Real Estate
292,261

 
284,427

 
699

 
3,153

 
3,982

 
7,834

 
2.68

Commercial & Industrial
162,802

 
162,778

 
8

 

 
16

 
24

 
0.01

HELOC
112,902

 
112,482

 
158

 
64

 
198

 
420

 
0.37

Consumer
63,374

 
61,405

 
1,155

 
431

 
383

 
1,969

 
3.11

Total non-acquired loans
$
7,541,953

 
$
7,345,497

 
$
39,584

 
$
21,560

 
$
135,312

 
$
196,456

 
2.60
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit-impaired acquired loans
 
 
 
 
 
 
 
 
 
 
 
 
 
Single-Family Residential
342

 
342

 

 

 

 

 
%
Construction - Speculative
1,889

 
1,889

 

 

 

 

 

Construction - Custom

 

 

 

 

 

 

Land - Acquisition & Development
3,702

 
3,219

 
365

 

 
118

 
483

 
13.05

Land - Consumer Lot Loans

 

 

 

 

 

 

Multi-Family
601

 

 
601

 

 

 
601

 

Commercial Real Estate
87,134

 
78,959

 
412

 
2,549

 
5,214

 
8,175

 
9.38

Commercial & Industrial
3,292

 
3,054

 
238

 

 

 
238

 
7.23

HELOC
14,040

 
13,950

 

 
90

 

 
90

 
0.64

Consumer
97

 
95

 
2

 

 

 
2

 
2.06

Total credit-impaired acquired loans
111,097

 
101,508

 
1,618

 
2,639

 
5,332

 
9,589

 
8.63
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total loans
$
7,653,050

 
$
7,447,005

 
$
41,202

 
$
24,199

 
$
140,644

 
$
206,045

 
2.69
%

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 June 30, 2013, single-family residential loans comprised 87.4% of TDRs.

16

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)



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 tables provide information related to loans that were restructured during the periods indicated:

 
Quarter Ended June 30,
 
2013
 
2012
 
 
 
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
111

 
$
27,619

 
$
27,619

 
199

 
$
43,104

 
$
43,104

   Construction - Speculative

 

 

 

 

 

   Construction - Custom

 

 

 
1

 
1,196

 
1,196

   Land - Acquisition & Development

 

 

 

 

 

   Land - Consumer Lot Loans
4

 
685

 
685

 
8

 
965

 
965

   Multi-Family

 

 

 
1

 
389

 
389

   Commercial Real Estate
1

 
2,411

 
2,411

 
2

 
5,572

 
5,572

   Commercial & Industrial

 

 

 

 

 

   HELOC

 

 

 
2

 
113

 
113

   Consumer
1

 
11

 
11

 

 

 

 
117

 
$
30,726

 
$
30,726

 
213

 
$
51,339

 
$
51,339




17

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


 
Nine Months Ended June 30,
 
2013
 
2012
 
 
 
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
337

 
$
88,085

 
$
88,085

 
681

 
$
159,651

 
$
159,651

   Construction - Speculative
1

 
2,481

 
2,481

 
22

 
6,253

 
6,253

   Construction - Custom

 

 

 
1

 
1,196

 
1,196

   Land - Acquisition & Development

 

 

 
26

 
5,565

 
5,565

   Land - Consumer Lot Loans
20

 
3,027

 
3,027

 
30

 
3,906

 
3,906

   Multi-Family
1

 
44

 
44

 
3

 
2,257

 
2,257

   Commercial Real Estate
1

 
2,411

 
2,411

 
3

 
5,881

 
5,881

   Commercial & Industrial

 

 

 
1

 
2

 
2

   HELOC
1

 
199

 
199

 
2

 
113

 
113

   Consumer
1

 
11

 
11

 

 

 

 
362

 
$
96,258

 
$
96,258

 
769

 
$
184,824

 
$
184,824



The following tables provide 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 June 30,
 
2013
 
2012
 
Number of
 
Recorded
 
Number of
 
Recorded
 
Contracts
 
Investment
 
Contracts
 
Investment
 
(In thousands)
 
(In thousands)
Troubled Debt Restructurings That Subsequently Defaulted:
 
 
 
 
 
 
 
   Single-Family Residential
25

 
$
6,833

 
30

 
$
8,225

   Construction - Speculative

 

 

 

   Construction - Custom

 

 

 

   Land - Acquisition & Development

 

 

 

   Land - Consumer Lot Loans
1

 
109

 

 

   Multi-Family

 

 

 

   Commercial Real Estate

 

 

 

   Commercial & Industrial

 

 

 

   HELOC
1

 
79

 

 

   Consumer

 

 

 

 
27

 
$
7,021

 
30

 
$
8,225




18

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


 
Nine Months Ended June 30,
 
2013
 
2012
 
Number of
 
Recorded
 
Number of
 
Recorded
 
Contracts
 
Investment
 
Contracts
 
Investment
 
(In thousands)
 
(In thousands)
Troubled Debt Restructurings That Subsequently Defaulted:
 
 
 
 
 
 
 
   Single-Family Residential
65

 
$
15,366

 
97

 
$
21,687

   Construction - Speculative

 

 

 

   Construction - Custom

 

 

 

   Land - Acquisition & Development
1

 
838

 

 

   Land - Consumer Lot Loans
2

 
237

 
4

 
603

   Multi-Family

 

 

 

   Commercial Real Estate

 

 

 

   Commercial & Industrial

 

 

 

   HELOC
2

 
113

 

 

   Consumer

 

 

 

 
70

 
$
16,554

 
101

 
$
22,290




NOTE E – 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 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 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

19

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


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 June 30, 2013 and fiscal year ended September 30, 2012:
 
Quarter Ended June 30, 2013
Beginning
Allowance
 
Charge-offs
 
Recoveries
 
Provision &
Transfers
 
Ending
Allowance
 
(In thousands)
Single-family residential
$
77,422

 
$
(5,969
)
 
$
2,081

 
$
(6,148
)
 
$
67,386

Construction - speculative
7,757

 
(124
)
 
109

 
(9
)
 
7,733

Construction - custom
262

 
(481
)
 

 
498

 
279

Land - acquisition & development
12,221

 
(864
)
 
489

 
(462
)
 
11,384

Land - consumer lot loans
3,941

 
(212
)
 
1

 
245

 
3,975

Multi-family
4,272

 

 
156

 
(1,070
)
 
3,358

Commercial real estate
4,156

 

 
3

 
1,132

 
5,291

Commercial & industrial
8,628

 
(23
)
 
18

 
5,231

 
13,854

HELOC
1,031

 
(24
)
 

 
(13
)
 
994

Consumer
3,194

 
(571
)
 
631

 
596

 
3,850

 
$
122,884

 
$
(8,268
)
 
$
3,488

 
$

 
$
118,104

Fiscal Year Ended September 30, 2012
Beginning
Allowance
 
Charge-offs
 
Recoveries
 
Provision &
Transfers
 
Ending
Allowance
 
(In thousands)
Single-family residential
$
83,307

 
$
(53,789
)
 
$
8,164

 
$
44,133

 
$
81,815

Construction - speculative
13,828

 
(4,916
)
 
711

 
2,437

 
12,060

Construction - custom
623

 

 

 
(276
)
 
347

Land - acquisition & development
32,719

 
(16,978
)
 
1,341

 
(1,484
)
 
15,598

Land - consumer lot loans
5,520

 
(2,670
)
 

 
2,087

 
4,937

Multi-family
7,623

 
(1,393
)
 
504

 
(1,454
)
 
5,280

Commercial real estate
4,331

 
(814
)
 
225

 
(1,786
)
 
1,956

Commercial & industrial
5,099

 
(249
)
 
2,366

 
410

 
7,626

HELOC
1,139

 
(232
)
 
66

 
(8
)
 
965

Consumer
2,971

 
(3,538
)
 
1,480

 
1,650

 
2,563

 
$
157,160

 
$
(84,579
)
 
$
14,857

 
$
45,709

 
$
133,147

The Company recorded a $0 provision for loan losses during the quarter ended June 30, 2013, while a $10,367,000 provision was recorded for the same quarter one year ago. Non-performing assets (“NPAs”) amounted to $233,403,000, or 1.79%, of total assets at June 30, 2013, compared to $278,490,000, or 2.07%, of total assets one year ago. Acquired loans, including covered loans, are not classified as non-performing loans because, at acquisition, the carrying value of these loans was adjusted to reflect fair value. There was no additional provision for loan losses recorded on acquired or covered loans during the quarter ended June 30, 2013 as the associated discount is adequate to absorb potential losses. Non-accrual loans decreased from $171,033,000 at June 30, 2012, to $148,655,000 at June 30, 2013, a 13.1% decrease. The Company had net charge-offs of $4,780,000 for the quarter ended June 30, 2013, compared with $16,235,000 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. $111,617,000 of the allowance was calculated under our general allowance methodology and the remaining $6,487,000 was made up of specific reserves on loans that were deemed to be impaired at June 30, 2013. For the period ending June 30, 2012, $116,164,000 of the allowance was calculated under the formulas contained in our general allowance methodology and the remaining $21,787,000 was made

20

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


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 June 30, 2013 and September 30, 2012:
 
June 30, 2013
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
$
67,386

 
$
5,159,449

 
1.3
%
 
$

 
$
94,155

 
%
Construction - speculative
6,093

 
96,589

 
6.3

 
1,640

 
19,774

 
8.3

Construction - custom
279

 
237,832

 
0.1

 

 
120

 

Land - acquisition & development
7,444

 
66,516

 
11.2

 
3,940

 
18,732

 
21.0

Land - consumer lot loans
3,664

 
112,060

 
3.3

 
311

 
16,685

 
1.9

Multi-family
3,018

 
733,836

 
0.4

 
340

 
8,034

 
4.2

Commercial real estate
5,035

 
383,358

 
1.3

 
256

 
14,772

 
1.7

Commercial & industrial
13,854

 
239,407

 
5.8

 

 
62

 

HELOC
994

 
110,322

 
0.9

 

 
1,096

 

Consumer
3,850

 
51,515

 
7.5

 

 

 

 
$
111,617

 
$
7,190,884

 
1.6

 
$
6,487

 
$
173,430

 
3.7

 ___________________
(1)
Excludes acquired and covered loans
September 30, 2012
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
$
81,737

 
$
5,694,337

 
1.4
%
 
$
78

 
$
84,584

 
0.1
%
Construction - speculative
9,079

 
104,312

 
8.7

 
2,981

 
25,325

 
11.8

Construction - custom
347

 
211,690

 
0.2

 

 

 

Land - acquisition & development
6,697

 
47,294

 
14.2

 
8,901

 
77,383

 
11.5

Land - consumer lot loans
4,176

 
138,666

 
3.0

 
761

 
3,178

 
23.9

Multi-family
2,818

 
694,140

 
0.4

 
2,462

 
16,000

 
15.4

Commercial real estate
1,158

 
292,550

 
0.4

 
798

 
26,660

 
3.0

Commercial & industrial
7,624

 
161,689

 
4.7

 
2

 
1,134

 
0.2

HELOC
965

 
112,812

 
0.9

 

 
90

 

Consumer
2,563

 
63,374

 
4.0

 

 

 

 
$
117,164

 
$
7,520,864

 
1.6

 
$
15,983

 
$
234,354

 
6.8


(1)
Excludes acquired and covered loans

21

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


The following tables provide information on loans based on credit quality indicators (defined in Note A) as of June 30, 2013 and September 30, 2012:
Credit Risk Profile by Internally Assigned Grade (excludes covered loans):
 
June 30, 2013
Internally Assigned Grade
 
Total
 
Pass
 
Special mention
 
Substandard
 
Doubtful
 
Loss
 
Gross Loans
 
(In thousands)
Non-acquired loans
 
 
 
 
 
 
 
 
 
 
 
  Single-family residential
$
5,071,745

 
$
3,134

 
$
178,725

 
$

 
$

 
$
5,253,604

  Construction - speculative
83,989

 
771

 
31,603

 

 

 
116,363

  Construction - custom
237,952

 

 

 

 

 
237,952

  Land - acquisition & development
62,903

 
819

 
21,526

 

 

 
85,248

  Land - consumer lot loans
127,867

 

 
878

 

 

 
128,745

  Multi-family
721,538

 
1,254

 
19,078

 

 

 
741,870

  Commercial real estate
361,726

 
15,312

 
21,092

 

 

 
398,130

  Commercial & industrial
236,082

 
916

 
2,432

 

 
39

 
239,469

  HELOC
111,418

 

 

 

 

 
111,418

  Consumer
50,747

 
411

 
357

 

 

 
51,515

 
7,065,967

 
22,617

 
275,691

 

 
39

 
7,364,314

 
 
 
 
 
 
 
 
 
 
 
 
Acquired loans
 
 
 
 
 
 
 
 
 
 
 
  Single-family residential
15,354

 

 

 

 

 
15,354

  Construction - speculative

 

 

 

 

 

  Construction - custom

 

 

 

 

 

  Land - acquisition & development
2,164

 

 
1,556

 

 

 
3,720

  Land - consumer lot loans
3,615

 

 

 

 

 
3,615

  Multi-family
3,389

 

 
3,994

 

 

 
7,383

  Commercial real estate
129,891

 
4,097

 
28,736

 

 

 
162,724

  Commercial & industrial
77,114

 
1,793

 
9,851

 

 
10

 
88,768

  HELOC
11,466

 

 

 

 

 
11,466

  Consumer
9,035

 

 

 

 

 
9,035

 
252,028

 
5,890

 
44,137

 

 
10

 
302,065

 
 
 
 
 
 
 
 
 
 
 
 
 Credit impaired acquired loans
 
 
 
 
 
 
 
 
 
 
 
  Pool 1 - Construction and land A&D
1,478

 
473

 
533

 

 

 
2,484

  Pool 2 - Single-family residential
335

 

 

 

 

 
335

  Pool 3 - Multi-family

 

 

 

 

 

  Pool 4 - HELOC & other consumer
12,094

 

 

 

 

 
12,094

  Pool 5 - Commercial real estate
51,503

 
805

 
25,285

 
926

 

 
78,519

  Pool 6 - Commercial & industrial
924

 
3,871

 
3,451

 
360

 

 
8,606

Total credit impaired acquired loans
66,334

 
5,149

 
29,269

 
1,286

 

 
102,038

Total gross loans
$
7,384,329

 
$
33,656

 
$
349,097

 
$
1,286

 
$
49

 
$
7,768,417

 
 
 
 
 
 
 
 
 
 
 
 
Total grade as a % of total gross loans
95.1
%
 
0.4
%
 
4.5
%
 
%
 
%
 
 

22

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)




September 30, 2012
Internally Assigned Grade
 
Total
 
Pass
 
Special mention
 
Substandard
 
Doubtful
 
Loss
 
Gross Loans
 
(In thousands)
Non-acquired loans
 
 
 
 
 
 
 
 
 
 
 
 Single-family residential
$
5,588,252

 
$
844

 
$
189,826

 
$

 
$

 
$
5,778,922

 Construction - speculative
86,126

 
10,113

 
33,398

 

 

 
129,637

 Construction - custom
211,690

 

 

 

 

 
211,690

 Land - acquisition & development
73,661

 
4,637

 
46,379

 

 

 
124,677

 Land - consumer lot loans
140,006

 
223

 
1,615

 

 

 
141,844

 Multi-family
684,649

 
5,098

 
20,393

 

 

 
710,140

 Commercial real estate
278,022

 
16,282

 
24,906

 

 

 
319,210

 Commercial & industrial
158,421

 
1,071

 
3,331

 

 

 
162,823

 HELOC
112,902

 

 

 

 

 
112,902

 Consumer
62,611

 
354

 
409

 

 

 
63,374

 
7,396,340

 
$
38,622

 
$
320,257

 
$

 
$

 
$
7,755,219

 
 
 
 
 
 
 
 
 
 
 
 
Credit impaired acquired loans
 
 
 
 
 
 
 
 
 
 
 
  Pool 1 - Construction and land A&D
2,466

 

 
3,125

 

 

 
5,591

  Pool 2 - Single-family residential
342

 

 

 

 

 
342

  Pool 3 - Multi-family

 

 
601

 

 

 
601

  Pool 4 - HELOC & other consumer
14,137

 

 

 

 

 
14,137

  Pool 5 - Commercial real estate
53,683

 
4,308

 
28,200

 
963

 

 
87,154

  Pool 6 - Commercial & industrial
1,566

 
58

 
733

 
935

 

 
3,292

Total credit impaired acquired loans
72,194

 
4,366

 
32,659

 
1,898

 

 
111,117

Total gross loans
$
7,468,534

 
$
42,988

 
$
352,916

 
$
1,898

 
$

 
$
7,866,336

Total grade as a % of total gross loans
94.9
%
 
0.6
%
 
4.5
%
 
%
 
%
 
 

Credit Risk Profile Based on Payment Activity (excludes acquired and covered loans):
 

23

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


June 30, 2013
Performing Loans
 
Non-Performing Loans
 
Amount
 
% of Total
Gross  Loans
 
Amount
 
% of Total
Gross  Loans
 
(In thousands)
Single-family residential
$
5,149,352

 
98.0
%
 
$
104,252

 
2.0
%
Construction - speculative
112,587

 
96.8

 
3,776

 
3.2

Construction - custom
237,952

 
100.0

 

 

Land - acquisition & development
75,662

 
88.8

 
9,586

 
11.2

Land - consumer lot loans
125,033

 
97.1

 
3,712

 
2.9

Multi-family
735,217

 
99.1

 
6,653

 
0.9

Commercial real estate
383,782

 
96.4

 
14,348

 
3.6

Commercial & industrial
234,397

 
97.9

 
5,072

 
2.1

HELOC
110,547

 
99.2

 
871

 
0.8

Consumer
51,130

 
99.3

 
385

 
0.7

 
$
7,215,659

 
98.0

 
$
148,655

 
2.0


September 30, 2012
Performing Loans
 
Non-Performing Loans
 
Amount
 
% of Total
Gross  Loans
 
Amount
 
% of Total
Gross  Loans
 
(In thousands)
Single-family residential
$
5,647,729

 
97.7
%
 
$
131,193

 
2.3
%
Construction - speculative
119,003

 
91.8

 
10,634

 
8.2

Construction - custom
211,151

 
99.7

 
539

 
0.3

Land - acquisition & development
111,200

 
89.2

 
13,477

 
10.8

Land - consumer lot loans
136,695

 
96.4

 
5,149

 
3.6

Multi-family
705,955

 
99.4

 
4,185

 
0.6

Commercial real estate
311,557

 
97.6

 
7,653

 
2.4

Commercial & industrial
162,807

 
100.0

 
16

 

HELOC
112,704

 
99.8

 
198

 
0.2

Consumer
62,991

 
99.4

 
383

 
0.6

 
$
7,581,792

 
97.8
%
 
$
173,427

 
2.2
%
The following table provides information on impaired loan balances and the related allowances by loan types as of June 30, 2013 and September 30, 2012:
 

24

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


 
 
 
 
 
 
 
Average Recorded Investment
June 30, 2013
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Quarter Ended June 30, 2013
 
Nine Months Ended June 30, 2013
 
(In thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
Single-family residential
$
37,903

 
$
42,938

 
$

 
$
31,322

 
$
23,985

Construction - speculative
3,808

 
4,621

 

 
3,812

 
3,693

Construction - custom

 

 

 

 

Land - acquisition & development
8,177

 
20,135

 

 
7,739

 
7,607

Land - consumer lot loans
3,294

 
3,909

 

 
2,886

 
2,271

Multi-family
4,923

 
4,923

 

 
3,274

 
2,107

Commercial real estate
13,214

 
15,383

 

 
9,092

 
6,793

Commercial & industrial
7,296

 
31,197

 

 
3,711

 
2,091

HELOC
892

 
1,277

 

 
487

 
284

Consumer
36

 
45

 

 
18

 
9

 
79,543

 
124,428

 

 
62,341

 
48,840

With an allowance recorded:
 
 
 
 
 
 
 
 
 
Single-family residential
359,124

 
366,099

 
20,437

 
353,027

 
342,111

Construction - speculative
15,729

 
16,179

 
1,640

 
15,781

 
15,860

Construction - custom

 

 

 

 

Land - acquisition & development
11,721

 
13,193

 
3,940

 
12,055

 
12,914

Land - consumer lot loans
13,165

 
13,323

 
311

 
13,097

 
12,894

Multi-family
8,882

 
9,492

 
340

 
9,244

 
10,456

Commercial real estate
9,846

 
9,846

 
256

 
9,859

 
9,911

Commercial & industrial

 

 

 

 

HELOC
939

 
939

 

 
940

 
839

Consumer
11

 
11

 

 
6

 
3

 
419,417

 
429,082

 
26,924

(1)
414,009

 
404,988

Total:
 
 
 
 
 
 
 
 
 
Single-family residential
397,027

 
409,037

 
20,437

 
384,349

 
366,096

Construction - speculative
19,537

 
20,800

 
1,640

 
19,593

 
19,553

Construction - custom

 

 

 

 

Land - acquisition & development
19,898

 
33,328

 
3,940

 
19,794

 
20,521

Land - consumer lot loans
16,459

 
17,232

 
311

 
15,983

 
15,165

Multi-family
13,805

 
14,415

 
340

 
12,518

 
12,563

Commercial real estate
23,060

 
25,229

 
256

 
18,951

 
16,704

Commercial & industrial
7,296

 
$
31,197

 

 
3,711

 
2,091

HELOC
1,831

 
2,216

 

 
1,427

 
1,123

Consumer
47

 
56

 

 
24

 
12

 
$
498,960

 
$
553,510

 
$
26,924

(1)
$
476,350

 
$
453,828

____________________ 
(1)Includes $6,487,000 of specific reserves and $20,437,000 included in the general reserves.


25

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


September 30, 2012
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
 
(In thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
Single-family residential
$
106,955

 
$
124,342

 
$

 
$
49,524

Construction - speculative
13,726

 
16,568

 

 
13,581

Construction - custom

 

 

 

Land - acquisition & development
18,000

 
30,209

 

 
16,417

Land - consumer lot loans
1,677

 
2,185

 

 
487

Multi-family
8,792

 
8,991

 

 
6,935

Commercial real estate
31,190

 
42,656

 

 
12,946

Commercial & industrial
1,146

 
7,363

 

 
581

HELOC
90

 
1,066

 

 
36

Consumer

 
4

 

 

 
181,576

 
233,384

 

 
100,507

With an allowance recorded:
 
 
 
 
 
 
 
Single-family residential
317,901

 
317,901

 
25,723

 
305,350

Construction - speculative
12,836

 
12,836

 
2,981

 
12,822

Construction - custom

 

 

 

Land - acquisition & development
20,750

 
20,750

 
8,901

 
21,650

Land - consumer lot loans
13,881

 
13,881

 
761

 
13,126

Multi-family
14,153

 
14,555

 
2,462

 
14,279

Commercial real estate
3,722

 
3,722

 
798

 
2,897

Commercial & industrial

 
2

 
2

 
22

HELOC
734

 
734

 

 
743

Consumer

 

 

 

 
383,977

 
384,381

 
41,628

(1)
370,889

Total:
 
 
 
 
 
 
 
Single-family residential
424,856

 
442,243

 
25,723

 
354,874

Construction - speculative
26,562

 
29,404

 
2,981

 
26,403

Construction - custom

 

 

 

Land - acquisition & development
38,750

 
50,959

 
8,901

 
38,067

Land - consumer lot loans
15,558

 
16,066

 
761

 
13,613

Multi-family
22,945

 
23,546

 
2,462

 
21,214

Commercial real estate
34,912

 
46,378

 
798

 
15,843

Commercial & industrial
1,146

 
7,365

 
2

 
603

HELOC
824

 
1,800

 

 
779

Consumer

 
4

 

 

 
$
565,553

 
$
617,765

 
$
41,628

(1)
$
471,396

(1)
Includes $15,983,000 of specific reserves and $25,645,000 included in the general reserves.

26

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)





NOTE F – New Accounting Pronouncements

In January 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The main objective of this Update is to address implementation issues about the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. 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 did not have a material impact on the Company's consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The objective of this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements; rather, they require the entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance in this ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012, and should be applied prospectively. This new guidance did not have a material impact on the Company's consolidated financial statements.

In July 2013, the FASB issued ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. Topic 815, Derivatives and Hedging, provides guidance on the risks that are permitted to be hedged in a fair value or cash flow hedge. The objective of this Update is to provide for the inclusion of the Fed Funds Effective Swap Rate (OIS) as a U.S. benchmark interest rate for hedge accounting purposes, in addition to UST and LIBOR rates. The guidance in this ASU is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. As the Company does not currently engage in derivatives transactions that are accounted for as cash flow or fair value hedges, the adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists. Topic 740, Income Taxes, does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. There is diversity in practice in the presentation of unrecognized tax benefits in those instances. Some entities present unrecognized tax benefits as a liability unless the unrecognized tax benefit is directly associated with a tax position taken in a tax year that results in, or that resulted in, the recognition of a net operating loss or tax credit carryforward for that year and the net operating loss or tax credit carryforward has not been utilized. Other entities present unrecognized tax benefits as a reduction of a deferred tax asset for a net operating loss or tax credit carryforward in certain circumstances. The objective of the amendments in this Update is to eliminate that diversity in practice. The amendments in this Update do not require new recurring disclosures. The guidance in this ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. This new guidance is not expected to have a material impact on the Company's consolidated financial statements.



NOTE G – 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.

27

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


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.
We have established and documented the Company's process for determining the fair values of our assets and liabilities, where applicable. Fair value is based on quoted market prices, when available, for identical or similar assets or liabilities. In the absence of quoted market prices, fair value is determined using valuation models or third-party appraisals. The following is a description of the valuation methodologies used to measure and report the 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 June 30, 2013:
 
 
Fair Value at June 30, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Available-for-sale securities
 
 
 
 
 
 
 
Equity securities
$

 
$
514

 
$

 
$
514

Obligations of U.S. government

 
545,585

 

 
545,585

Obligations of states and political subdivisions

 
22,545

 

 
22,545

Obligations of foreign governments

 

 

 

Corporate debt securities

 
452,111

 

 
452,111

Mortgage-backed securities
 
 
 
 

 
 
Agency pass-through certificates

 
1,037,389

 

 
1,037,389

Other debt securities

 

 

 

Balance at end of period
$

 
$
2,058,144

 
$

 
$
2,058,144

There were no transfers between, into and/or out of Levels 1, 2 or 3 during the quarter ended June 30, 2013.
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. When management determines that the fair value of the collateral or the real estate held for sale requires additional adjustments, either as a result of a non-current appraisal value or when there is no observable market price, the Company classifies the impaired loan or real estate held for sale as Level 3. Level 3 assets recorded at fair value on a nonrecurring basis at June 30, 2013 included loans for which a specific reserve allowance was established or a partial charge-off was recorded based on the fair value of collateral, as well as covered REO and real estate held for sale for which fair value of the properties was less than the cost basis.
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 nine months ended June 30, 2013, and the total losses resulting from those fair value adjustments for the quarter and nine months ended June 30, 2013. The following estimated fair values are shown gross of estimated selling costs:

28

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


 
 
Through June 30, 2013
 
Quarter
Ended
June 30, 2013
 
Nine Months
Ended June 30, 2013
 
Level 1
 
Level  2
 
Level  3
 
Total
 
Total Losses
 
(In thousands)
 
 
Impaired loans (1)
$

 
$

 
$
64,500

 
$
64,500

 
$
1,967

 
$
13,005

Covered REO (2)

 

 
18,312

 
18,312

 
231

 
603

Real estate held for sale (2)

 

 
77,080

 
77,080

 
5,626

 
19,650

Balance at end of period
$

 
$

 
$
159,892

 
$
159,892

 
$
7,824

 
$
33,258

 ___________________
(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 June 30, 2013.
The following describes the process used to value Level 3 assets measured on a nonrecurring basis:
Impaired loans - The Company adjusts the carrying amount of impaired loans when there is evidence of probable loss and the expected fair value of the loan is less than its contractual amount. The amount of the impairment may be determined based on the estimated present value of future cash flows or the fair value of the underlying collateral. Impaired loans with a specific reserve allowance based on cash flow analysis or the value of the underlying collateral are classified as Level 3 assets.
The evaluations for impairment are prepared by the Problem Loan Review Committee, which is chaired by the Chief Credit Officer and includes the Loan Review manager and Special Credits manager, as well as senior credit officers, division managers and group executives, as applicable. These evaluations are performed in conjunction with the quarterly allowance for loan & lease loss ("ALLL") process.
Applicable loans are evaluated for impairment on a quarterly basis. Loans included in the previous quarter's review are reevaluated and if their values are materially different from the prior quarter evaluation, the underlying information (loan balance and collateral value) are compared. Material differences are evaluated for reasonableness and discussions are held between the relationship manager and their division manager to understand the difference and determine if any adjustment is necessary. The inputs are developed and substantiated on a quarterly basis, based on current borrower developments, market conditions and collateral values. The following method is used to value impaired loans:
The fair value of the collateral, which may take the form of real estate or personal property, is based on internal estimates, field observations, assessments provided by third-party appraisers and other valuation models. The Company performs or reaffirms valuations of collateral-dependent impaired loans at least annually. Adjustments are made if management believes that more recent information is available and relevant with respect to the fair value of the collateral.
Real estate held for sale ("REO") - These assets are valued based on inputs such as appraisals and third-party price opinions, less estimated selling costs. Assets that are acquired through foreclosure are recorded initially at the lower of the loan balance or fair value at the date of foreclosure. After foreclosure, valuations are updated periodically, and current market conditions my require the assets to be written down further to a new cost basis. The following method is used to value real estate held for sale:
When a loan is reclassified from loan status to real estate held for sale due to the Company taking possession of the collateral, a Special Credits officer, along with the Special Credits manager, obtains a valuation, which may include a third-party appraisal, which is used to establish the fair value of the underlying collateral. The determined fair value, to the extent it does not exceed the carrying value of the loan, becomes the carrying value of the REO asset. In addition to the valuations from independent third-party sources, the carrying balance of REO assets are written down once a bona fide offer is contractually accepted, through execution of a Purchase and Sale Agreement, where the accepted price is lower than the current balance of the particular REO asset. The fair value of REO assets is re-evaluated quarterly and the REO asset is adjusted to reflect the lower of cost or fair value as necessary.
Fair Values of Financial Instruments

29

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


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.
 
 
 
 
 
June 30, 2013
 
September 30, 2012
 
 
Level in Fair Value Hierarchy
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
 
 
 
 
(In thousands)
Financial assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
1
 
$
646,857

 
$
646,857

 
$
751,430

 
$
751,430

Available-for-sale securities
 
2
 
 
 
 
 
 
 
 
Equity securities
 
 
 
514

 
514

 

 

Obligations of U.S. government
 
 
 
545,585

 
545,585

 
183,560

 
183,560

Obligations of states and political subdivisions
 
 
 
22,545

 
22,545

 
24,844

 
24,844

Obligations of foreign governments
 
 
 

 

 

 

Corporate debt securities
 
 
 
452,111

 
452,111

 
403,325

 
403,325

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
Agency pass-through certificates
 
 
 
1,037,389

 
1,037,389

 
1,169,976

 
1,169,976

Other debt securities
 
 
 

 

 

 

Total available-for-sale securities
 
 
 
2,058,144

 
2,058,144

 
1,781,705

 
1,781,705

Held-to-maturity securities
 
2
 
 
 
 
 
 
 
 
Equity securities
 
 
 

 

 

 

Obligations of U.S. government
 
 
 

 

 

 

Obligations of states and political subdivisions
 
 
 

 

 
795

 
802

Obligations of foreign governments
 
 
 

 

 

 

Corporate debt securities
 
 
 

 

 

 

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
Agency pass-through certificates
 
 
 
1,589,779

 
1,522,470

 
1,190,692

 
1,216,421

Other debt securities
 
 
 

 

 

 

Total held-to-maturity securities
 
 
 
1,589,779

 
1,522,470

 
1,191,487

 
1,217,223

Loans receivable
 
3
 
7,390,506

 
7,913,399

 
7,451,998

 
7,949,892

Covered loans
 
3
 
310,378

 
317,244

 
288,376

 
289,754

FDIC indemnification asset
 
3
 
73,665

 
73,182

 
87,571

 
85,846

FHLB stock
 
2
 
150,533

 
150,533

 
149,840

 
149,840

Financial liabilities
 
 
 
 
 
 
 
 
 
 
Customer accounts
 
2
 
9,063,497

 
8,615,872

 
8,576,618

 
8,406,432

FHLB advances and other borrowings
 
2
 
1,930,000

 
2,071,867

 
1,880,000

 
2,110,223

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.

30

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


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 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:
 

31

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


 
June 30, 2013
 
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
$
125,500

 
$
17

 
$
(2,231
)
 
$
123,286

 
1.12
%
1 to 5 years
61,002

 
3,494

 
(374
)
 
64,122

 
2.00

5 to 10 years
81,600

 

 
(487
)
 
81,113

 
0.73

Over 10 years
279,423

 

 
(1,845
)
 
277,578

 
0.92

Corporate bonds due
 
 
 
 
 
 
 
 
 
Within 1 year
19,500

 
3

 

 
19,503

 
0.49

1 to 5 years
317,103

 
2,045

 
(114
)
 
319,034

 
0.84

5 to 10 years
113,024

 
975

 
(425
)
 
113,574

 
1.59

Municipal bonds due
 
 
 
 
 
 
 
 
 
Over 10 years
20,427

 
2,118

 

 
22,545

 
6.45

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
Agency pass-through certificates
1,032,452

 
7,129

 
(2,192
)
 
1,037,389

 
1.91

 
2,050,031

 
15,781

 
(7,668
)
 
2,058,144

 
1.53

Held-to-maturity securities
 
 
 
 
 
 
 
 
 
Tax-exempt municipal bonds due
 
 
 
 
 
 
 
 
 
Within 1 year

 

 

 

 

1 to 5 years

 

 

 

 

5 to 10 years

 

 

 

 

Over 10 years

 

 

 

 

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

 

 

 

 

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
Agency pass-through certificates
1,589,779

 
3,058

 
(70,367
)
 
1,522,470

 
3.02

 
1,589,779

 
3,058

 
(70,367
)
 
1,522,470

 
3.02

 
$
3,639,810

 
$
18,839

 
$
(78,035
)
 
$
3,580,614

 
2.18
%
 

32

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


 
September 30, 2012
 
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
$
19,999

 
$
42

 
$
(6
)
 
$
20,035

 
0.57
%
1 to 5 years

 

 

 

 

5 to 10 years
59,300

 
4,225

 

 
63,525

 
2.21

Over 10 years
100,000

 

 

 
100,000

 
1.05

Corporate bonds due
 
 
 
 
 
 
 
 
 
1 to 5 years
336,340

 
2,810

 
(61
)
 
339,089

 
0.91

5 to 10 years
62,919

 
1,324

 
(7
)
 
64,236

 
2.73

Municipal bonds due
 
 
 
 
 
 
 
 
 
Over 10 years
20,442

 
4,402

 

 
24,844

 
6.45

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
Agency pass-through certificates
1,161,668

 
9,358

 
(1,050
)
 
1,169,976

 
2.28

 
1,760,668

 
22,161

 
(1,124
)
 
1,781,705

 
1.99

Held-to-maturity securities
 
 
 
 
 
 
 
 
 
Tax-exempt municipal bonds due
 
 
 
 
 
 
 
 
 
Within 1 year
795

 
7

 

 
802

 
5.80

1 to 5 years

 

 

 

 

5 to 10 years

 

 

 

 

Over 10 years

 

 

 

 

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

 

 

 

 

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
Agency pass-through certificates
1,190,692

 
25,729

 

 
1,216,421

 
3.10

 
1,191,487

 
25,736

 

 
1,217,223

 
3.10

 
$
2,952,155

 
$
47,897

 
$
(1,124
)
 
$
2,998,928

 
2.44
%
During the period ending June 30, 2013, $43,198,000 of available-for-sale securities were sold, resulting in a gain of $0. $3,500,000 of available-for-sale securities were sold during the period ending June 30, 2012, 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 June 30, 2013, 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.
 

33

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


 
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
$
(114
)
 
$
19,886

 
$
(426
)
 
$
9,575

 
$
(540
)
 
$
29,461

U.S. government and agency securities due
(4,936
)
 
507,790

 

 

 
(4,936
)
 
507,790

Agency pass-through certificates
(71,932
)
 
1,596,582

 
(627
)
 
110,163

 
(72,559
)
 
1,706,745

 
(76,982
)
 
$
2,124,258

 
$
(1,053
)
 
$
119,738

 
(78,035
)
 
$
2,243,996


NOTE H – Covered Assets
Covered assets represent loans and real estate held for sale acquired from the FDIC that are subject to loss sharing agreements and were $337,892,000 as of June 30, 2013, versus $317,925,000 as of September 30, 2012.
As of the close of business October 31, 2012, the Company acquired covered assets as part of the South Valley acquisition as described in Note B. The carrying balance of acquired covered loans have been included in the following tables.
Changes in the carrying amount and accretable yield for acquired impaired and non-impaired loans for the year to date period ended June 30, 2013 and the fiscal year ended September 30, 2012 were as follows:
 
June 30, 2013
Acquired Impaired
 
Acquired Non-impaired
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
(In thousands)
Balance at beginning of period
$
50,902

 
$
74,953

 
$
23,789

 
$
213,423

Additions (1)
43,299

 
107,946

 

 

Accretion
(26,590
)
 
26,590

 
(5,716
)
 
5,716

Transfers to REO

 
(11,694
)
 

 

Payments received, net

 
(52,329
)
 

 
(54,227
)
Balance at end of period
$
67,611

 
$
145,466

 
$
18,073

 
$
164,912

(1) includes FDIC covered loans which were acquired as part of the South Valley acquisition.
 
 
 
 

September 30, 2012
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

Reclassification from nonaccretable balance, net
34,690

 

 

 

Accretion
(20,860
)
 
20,860

 
(6,581
)
 
6,581

Transfers to REO

 
(15,905
)
 

 

Payments received, net

 
(46,063
)
 

 
(63,046
)
Balance at end of period
$
50,902

 
$
74,953

 
$
23,789

 
$
213,423



34

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


At June 30, 2013, 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 outstanding principal balance of acquired loans was $383,825,000 and $373,455,000 as of June 30, 2013 and September 30, 2012, respectively. The discount balance related to the acquired loans was $73,447,000 and $85,079,000 as of June 30, 2013 and September 30, 2012, respectively.
The following table shows the year to date activity for the FDIC indemnification asset:
 
 
June 30, 2013
 
September 30, 2012
 
(In thousands)
Balance at beginning of period
$
87,571

 
$
101,634

Additions (1)
17,965

 
3,284

Payments made (received)
(13,014
)
 
(3,456
)
Amortization
(19,693
)
 
(15,510
)
Accretion
836

 
1,619

Balance at end of period
$
73,665

 
$
87,571

(1) includes FDIC covered loans which were acquired as part of the South Valley acquisition.
The following tables provide information on covered loans based on credit quality indicators (defined in Note A) as of June 30, 2013 and September 30, 2012:
Credit Risk Profile by Internally Assigned Grade:
 

35

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


June 30, 2013
Internally Assigned Grade
 
Total
Net  Loans
 
Pass
 
Special mention
 
Substandard
 
Doubtful
 
Loss
 
 
(In thousands)
Purchased non credit-impaired loans:
 
 
 
 
 
 
 
 
 
 
 
Single-family residential
$
29,323

 
$

 
$
2,698

 
$

 
$

 
$
32,021

Construction - speculative
104

 

 

 

 

 
104

Construction - custom

 

 

 

 

 

Land - acquisition & development
2,780

 
1,203

 
1,028

 

 

 
5,011

Land - consumer lot loans
247

 

 

 

 

 
247

Multi-family
19,026

 

 
294

 

 

 
19,320

Commercial real estate
62,600

 
9,398

 
19,978

 

 

 
91,976

Commercial & industrial
5,935

 
500

 
3,238

 

 

 
9,673

HELOC
15,508

 

 

 

 

 
15,508

Consumer
640

 

 

 

 

 
640

 
136,163

 
11,101

 
27,236

 

 

 
174,500

Total grade as a % of total net loans
78.0
%
 
6.4
%
 
15.6
%
 
%
 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchased credit-impaired loans:
 
 
 
 
 
 
 
 
Pool 1 - Construction and land A&D
14,818

 
4,297

 
26,955

 

 

 
46,070

Pool 2 - Single-family residential
22,198

 

 
340

 

 

 
22,538

Pool 3 - Multi-family
1,239

 

 
4,496

 

 

 
5,735

Pool 4 - HELOC & other consumer
4,331

 

 
2,034

 

 

 
6,365

Pool 5 - Commercial real estate
37,083

 
15,205

 
58,800

 

 

 
111,088

Pool 6 - Commercial & industrial
7,004

 
229

 
10,296

 

 

 
17,529

 
$
86,673

 
$
19,731

 
$
102,921

 
$

 
$

 
209,325

 
 
 
 
 
 
 
 
 
Total covered loans
 
383,825

 
 
 
 
 
 
 
 
 
Discount
 
(73,447
)
 
 
 
 
 
 
 
 
 
Allowance
 

 
 
 
 
 
 
 
 
 
Covered loans, net
 
$
310,378



36

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


September 30, 2012
Internally Assigned Grade
 
Total
Net  Loans
 
Pass
 
Special mention
 
Substandard
 
Doubtful
 
Loss
 
 
(In thousands)
Purchased non credit-impaired loans:
 
 
 
 
 
 
 
 
 
 
 
Single-family residential
$
32,272

 
$

 
$
3,404

 
$

 
$

 
$
35,676

Construction - speculative
90

 

 

 

 

 
90

Construction - custom

 

 

 

 

 

Land - acquisition & development
3,440

 
1,970

 
6,020

 

 

 
11,430

Land - consumer lot loans
498

 

 

 

 

 
498

Multi-family
24,898

 

 
2,747

 

 

 
27,645

Commercial real estate
89,530

 
298

 
31,764

 

 

 
121,592

Commercial & industrial
7,146

 
510

 
5,367

 

 

 
13,023

HELOC
17,971

 

 

 

 

 
17,971

Consumer
918

 

 

 

 

 
918

 
176,763

 
2,778

 
49,302

 

 

 
228,843

Total grade as a % of total net loans
77.3
%
 
1.2
%
 
21.5
%
 
%
 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchased credit-impaired loans:
 
 
 
 
 
 
 
 
Pool 1 - Construction and land A&D
9,795

 
5,301

 
35,857

 

 

 
50,953

Pool 2 - Single-family residential
669

 

 
2,953

 

 

 
3,622

Pool 3 - Multi-family

 

 
2,996

 

 

 
2,996

Pool 4 - HELOC & other consumer
1,094

 

 
3,096

 

 

 
4,190

Pool 5 - Commercial real estate
404

 
25,785

 
41,403

 

 

 
67,592

Pool 6 - Commercial & industrial
3,787

 
1,006

 
10,466

 

 

 
15,259

 
$
15,749

 
$
32,092

 
$
96,771

 
$

 
$

 
144,612

 
 
 
 
 
 
 
 
 
Total covered loans
 
373,455

 
 
 
 
 
 
 
 
 
Discount
 
(85,079
)
 
 
 
 
 
 
 
 
 
Allowance
 

 
 
 
 
 
 
 
 
 
Covered loans, net
 
$
288,376













37

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


The following tables provide an analysis of the age of purchased non credit-impaired loans in past due status for the periods ended June 30, 2013 and September 30, 2012:
 
June 30, 2013
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
$
32,021

 
$
30,935

 
$
14

 
$
255

 
$
817

 
$
1,086

 
3.39
%
Construction - Speculative
104

 
104

 

 

 

 

 
NM

Construction - Custom

 

 

 

 

 

 
NM

Land - Acquisition & Development
5,011

 
4,975

 

 

 
36

 
36

 
0.72

Land - Consumer Lot Loans
247

 
201

 

 

 
46

 
46

 
18.62

Multi-Family
19,320

 
19,320

 

 

 

 

 
NM

Commercial Real Estate
91,976

 
90,881

 

 

 
1,095

 
1,095

 
1.19

Commercial & Industrial
9,673

 
9,673

 

 

 

 

 
NM

HELOC
15,508

 
15,143

 

 
18

 
347

 
365

 
2.35

Consumer
640

 
634

 
5

 

 
1

 
6

 
0.94

 
$
174,500

 
$
171,866

 
$
19

 
$
273

 
$
2,342

 
$
2,634

 
1.51
%


September 30, 2012
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
$
35,676

 
$
32,601

 
$
2,075

 
$

 
$
1,000

 
$
3,075

 
8.62
%
Construction - Speculative
90

 
90

 

 

 

 

 
NM

Construction - Custom

 

 

 

 

 

 
NM

Land - Acquisition & Development
11,430

 
9,922

 

 

 
1,508

 
1,508

 
13.19

Land - Consumer Lot Loans
498

 
385

 

 

 
113

 
113

 
22.69

Multi-Family
27,645

 
26,137

 

 

 
1,508

 
1,508

 
5.45

Commercial Real Estate
121,592

 
115,206

 
17

 
4,447

 
1,922

 
6,386

 
5.25

Commercial & Industrial
13,023

 
9,513

 

 
69

 
3,441

 
3,510

 
26.95

HELOC
17,971

 
17,440

 
97

 
50

 
384

 
531

 
2.95

Consumer
918

 
916

 

 
1

 
1

 
2

 
2.20

 
$
228,843

 
$
212,210

 
$
2,189

 
$
4,567

 
$
9,877

 
$
16,633

 
7.27
%

NM - not meaningful

38

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS AND NINE MONTHS ENDED JUNE 30, 2013 AND 2012
(UNAUDITED)


NOTE I – Derivatives and Hedging Activities

The Company periodically enters into certain commercial loan interest rate swap agreements in order to provide commercial loan customers the ability to convert from variable to fixed interest rates. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to a swap agreement. This swap agreement effectively converts the customer’s variable rate loan into a fixed rate. The Company then enters into a corresponding swap agreement with a third party in order to offset its exposure on the variable and fixed components of the customer agreement. As the interest rate swap agreements with the customers and third parties are not designated as hedges under the Derivatives and Hedging topic of the FASB ASC, the instruments are marked to market in earnings. The notional amount of open interest rate swap agreements at June 30, 2013 was $54,141,000. There was no impact to the statement of operations for the nine months ended June 30, 2013.

The Company periodically enters into forward contracts to purchase mortgage-backed securities as part of its interest rate risk management program. The Company has determined anticipated purchase dates for each forward commitment to be mid-October 2013. The notional amount of commitments to purchase mortgage-backed securities at June 30, 2013 was $200,000,000. The fair value of these contracts is included with the available-for-sale securities on the statement of financial condition.

The following table presents the fair value and balance sheet classification of derivatives not designated as hedging instruments at June 30, 2013 and September 30, 2012:

 
 
Asset Derivatives
 
Liability Derivatives
 
 
June 30, 2013
 
September 30, 2012
 
June 30, 2013
 
September 30, 2012
 
 
Balance Sheet
 
 
 
Balance Sheet
 
 
 
Balance Sheet
 
 
 
Balance Sheet
 
 
 
 
Location
 
Fair Value
 
Location
 
Fair Value
 
Location
 
Fair Value
 
Location
 
Fair Value
 
 
(In thousands)
Interest rate contracts
 
Other assets
 
$
524

 
Other assets
 
N/A
 
Other liabilities
 
$
524

 
Other liabilities
 
N/A
Commitments to purchase MBS
 
AFS securities
 
2,875

 
AFS securities
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A


NOTE J – Subsequent Events

Conversion to national charter - Effective July 17, 2013, Washington Federal completed its conversion to a national bank charter with the Office of the Comptroller of the Currency (the "OCC") and is now a national bank. The Company also completed its conversion to a bank holding company with the Federal Reserve.

Branch acquisition - Effective July 18, 2013, Washington Federal, the wholly owned subsidiary of the Company, entered into a series of related Purchase and Assumption Agreements for the acquisition of deposits totaling approximately $1.8 billion, loans totaling approximately $11 million, and related assets, from Bank of America, National Association, for an aggregate purchase price of 2.6% of the average daily closing deposits, which is estimated to be $45.6 million. These acquisitions represent a total of 51 branches located in Eastern Washington, Idaho, Oregon and New Mexico. Subject to regulatory approval from the OCC and the satisfaction of customary closing conditions, the transaction is expected to close in the fourth calendar quarter 2013.


39

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 being 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. 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
As of June 30, 2013, Washington Federal, Inc. (“Company”) was a savings and loan holding company. The Company’s primary operating subsidiary is Washington Federal. Effective July 17, 2013, Washington Federal completed its conversion to a national bank charter with the Office of the Comptroller of the Currency and is now a national bank. The Company also completed its conversion to a bank holding company with the Federal Reserve.
The results discussed below were impacted by the acquisition on close of business on October 31, 2012, of South Valley Bank and Trust, headquartered in Klamath Falls, Oregon (“South Valley”). The acquisition provided $383 million of net loans, $107 million of net covered loans, $735 million of deposit accounts, including $533 million in transaction deposit accounts and 24 branch locations in Central and Southern Oregon. Total consideration paid at closing was $44 million, including $34 million of Washington Federal, Inc. stock and $10 million of cash resulting from the collection of certain earn-out assets.

The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities for the period from November 1, 2012 to June 30, 2013.


INTEREST RATE RISK
Historically, the Company accepted a higher level of interest rate risk 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. Based on Management's assessment of the current interest rate environment, the Company has taken steps, including growing shorter-term business loans, transaction deposit accounts and extending the maturity on borrowings, to reduce its interest rate risk profile compared to its historical norms. The Company has also been purchasing more variable rate investments. The composition of the investment portfolio is now 50% variable and 50% fixed rate. In addition, $1.6 billion of its purchased 30-year fixed rate mortgage-backed securities have been designated as held-to-maturity. With rising interest rates, these securities may be subject to unrealized losses. As of June 30, 2013, the unrealized losses on these securities were $70 million.

The Company relies on various measures of interest rate risk, including an asset/liability maturity gap analysis, modeling of changes in forecasted net interest income under various rate change scenarios, and the impact of interest rate changes on the net portfolio value (“NPV”) the Company.
At June 30, 2013, the Company had approximately $2.077 billion more in liabilities subject to repricing in the next year than assets, which amounted to a negative one-year maturity gap of 15.96% of total assets. This was an increase from the 10.1% negative gap as of September 30, 2012.


40

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



A negative maturity gap implies that funding costs will change more rapidly than interest income on earning assets with movement in interest rates. A negative maturity gap typically results in higher margins when interest rates decline and lower margins when interest rates rise. Gap analysis provides management with a high-level indication of interest rate risk, but is considered less reliable than more detailed modeling.
The potential impact of rising interest rates on net interest income in the future is estimated using a model that is based on account level detail for loans and deposits. In the event of an immediate and parallel increase of 200 basis points in both short and long-term interest rates, the model estimates that net interest income will decrease by 2.59% in year one. In the event of a gradual increase from current rates by 200 basis points over a twelve-month period, the model forecasts an decrease in net interest income of 1.95% in year one. This analysis assumes zero balance sheet growth and a 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 NPV estimates the market of value of shareholder's equity based upon forecasted interest rate scenarios. It is derived by calculating the difference between the present value of expected cash flows from interest-earning assets and the present value of expected cash flows from interest-paying 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 $347 million and the NPV to total assets ratio to decline to 16.40%. As of September 30, 2012 the estimated decrease in NPV in the event of a 200 basis point increase in rates was estimated to decline by $296 million and the NPV to total assets ratio to decline to 15.00%.
The interest rate spread decreased to 2.65% at June 30, 2013 from 2.80% at September 30, 2012. The spread decreased due to a decline in the average rate on loans and investment securities. As of June 30, 2013, the weighted average rate on customer deposit accounts and borrowings decreased by 16 basis points compared to September 30, 2012, while the weighted average rates on earning assets decreased by 31 basis points over the same period.
As of June 30, 2013, the Company had increased total assets by $539,539,000 from $12,472,944,000 at September 30, 2012. For the quarter ended June 30, 2013, compared to September 30, 2012, loans (both non-covered and covered) decreased $39,490,000, or .51%. To help offset the reduced income from loans, investment securities increased $674,731,000, or 22.69%. Cash and cash equivalents of $646,857,000 and stockholders’ equity of $1,922,892,000 provides management with flexibility in managing interest rate risk going forward.

LIQUIDITY AND CAPITAL RESOURCES
The Company’s net worth at June 30, 2013 was $1,922,892,000, or 14.78% of total assets. This was an increase of $23,140,000 from September 30, 2012 when net worth was $1,899,752,000, or 15.23% of total assets. The Company’s net worth was impacted in the nine months ended June 30, 2013 by net income of $108,598,000, the payment of $26,650,000 in cash dividends, treasury stock purchases that totaled $87,037,000, as well as a decrease in other comprehensive income of $8,175,000.
Management believes this strong net worth position will help the Company manage its inherent risks and resultant profitability 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.
 

41

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



 
Actual
 
Capital
Adequacy Guidelines
 
Categorized as
Well Capitalized Under
Prompt Corrective
Action Provisions
 
Capital
 
Ratio
 
Capital
 
Ratio
 
Capital
 
Ratio
 
(In thousands)
June 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
$
1,700,116

 
26.59
%
 
$
511,521

 
8.00
%
 
$
639,401

 
10.00
%
Tier I capital to risk-weighted assets
1,619,714

 
25.33
%
 
NA

 
NA

 
383,641

 
6.00
%
Core capital to adjusted tangible assets
1,619,714

 
12.70
%
 
NA

 
NA

 
637,435

 
5.00
%
Core capital to total assets
1,619,714

 
12.70
%
 
382,461

 
3.00
%
 
NA

 
NA

Tangible capital to tangible assets
1,619,714

 
12.70
%
 
191,230

 
1.50
%
 
NA

 
NA

 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
1,653,760

 
27.29
%
 
484,822

 
8.00
%
 
606,028

 
10.00
%
Tier I capital to risk-weighted assets
1,577,280

 
26.03
%
 
N/A

 
N/A

 
363,617

 
6.00
%
Core capital to adjusted tangible assets
1,577,280

 
12.92
%
 
N/A

 
N/A

 
610,556

 
5.00
%
Core capital to total assets
1,577,280

 
12.92
%
 
366,334

 
3.00
%
 
N/A

 
N/A

Tangible capital to tangible assets
1,577,280

 
12.92
%
 
183,167

 
1.50
%
 
N/A

 
N/A

CHANGES IN FINANCIAL CONDITION
Available-for-sale and held-to-maturity securities: Available-for-sale securities increased $276,439,000, or 15.5%, during the nine months ended June 30, 2013, which included the purchase of $506,966,000 of available-for-sale securities. There were $43,198,000 of available-for-sale securities sold during the nine months ended June 30, 2013, resulting in no gain or loss. During the same period, there were $821,215,000 of held-to-maturity securities purchased and no sales of held-to-maturity securities. As of June 30, 2013, the Company had net unrealized gains on available-for-sale securities of $5,131,000, net of tax, which were recorded as part of stockholders’ equity. The Company increased its available-for-sale and held-to-maturity investment portfolios to help offset some of the lost interest income on maturing and prepaying loans and mortgage-backed securities.
Loans receivable: During the nine months ended June 30, 2013, the balance of loans receivable decreased slightly to $7,390,506,000 compared to $7,451,998,000 at September 30, 2012. This net decrease is a result of the acquisition of $361 million in loans from South Valley offset by declining balances 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 loans at rates below 4%, due to the duration risk associated with such low mortgage rates. Additionally, during the nine month period, $72,762,000 of loans were transferred to REO. The following table shows the loan portfolio by category for the last three quarters.
 
Loan Portfolio by Category *
June 30, 2013
 
March 31, 2013
 
September 30, 2012
Non-Acquired loans
(In thousands)
Single-family residential
$
5,253,604

 
67.6
%
 
$
5,374,977

 
68.6
%
 
$
5,778,922

 
73.5
%
Construction - speculative
116,363

 
1.5

 
120,617

 
1.5

 
129,637

 
1.6

Construction - custom
237,952

 
3.1

 
217,036

 
2.8

 
211,690

 
2.7

Land - acquisition & development
85,248

 
1.1

 
93,496

 
1.2

 
124,677

 
1.6

Land - consumer lot loans
128,745

 
1.7

 
130,056

 
1.7

 
141,844

 
1.8

Multi-family
741,870

 
9.5

 
725,322

 
9.3

 
710,140

 
9.0

Commercial real estate
398,130

 
5.1

 
385,587

 
4.9

 
319,210

 
4.1

Commercial & industrial
239,469

 
3.1

 
190,598

 
2.4

 
162,823

 
2.1

HELOC
111,418

 
1.4

 
111,622

 
1.4

 
112,902

 
1.4

Consumer
51,515

 
0.7

 
53,956

 
0.7

 
63,374

 
0.8


42

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



Total non-acquired loans
7,364,314

 
94.8

 
7,403,267

 
94.5

 
7,755,219

 
98.6

Acquired loans
 
Single-family residential
15,354

 
0.2

 
15,428

 
0.2

 

 

Construction - speculative

 

 
177

 

 

 

Construction - custom

 

 
313

 

 

 

Land - acquisition & development
3,720

 

 
3,436

 

 

 

Land - consumer lot loans
3,615

 
0.1

 
3,819

 
0.1

 

 

Multi-family
7,383

 
0.1

 
7,714

 
0.2

 

 

Commercial real estate
162,724

 
2.1

 
177,101

 
2.1

 

 

Commercial & industrial
88,768

 
1.1

 
96,255

 
1.3

 

 

HELOC
11,466

 
0.1

 
13,094

 
0.2

 

 

Consumer
9,035

 
0.1

 
10,046

 
0.1

 

 

Total acquired loans
302,065

 
3.8

 
327,383

 
4.2

 

 

Credit-impaired acquired loans
 
 
 
 
 
 
 
 
 
 
 
Single-family residential
335

 

 
338

 

 
342

 

Construction - speculative

 

 
1,750

 

 
1,889

 

Land - acquisition & development
2,484

 

 
2,577

 

 
3,702

 
0.1

Multi-family

 

 

 

 
601

 

Commercial real estate
78,519

 
1.1

 
79,868

 
1.1

 
87,154

 
1.1

Commercial & industrial
8,606

 
0.1

 
2,091

 

 
3,292

 

HELOC
12,015

 
0.2

 
12,757

 
0.2

 
14,040

 
0.2

Consumer
79

 

 
81

 

 
97

 

Total credit-impaired acquired loans
102,038

 
1.4

 
99,462

 
1.3

 
111,117

 
1.4

Total loans
 
 
 
 
 
 
 
 
 
 
 
   Single-family residential
5,269,293

 
67.8

 
5,390,743

 
68.8

 
5,779,264

 
73.5

   Construction - speculative
116,363

 
1.5

 
122,544

 
1.5

 
131,526

 
1.6

   Construction - custom
237,952

 
3.1

 
217,349

 
2.8

 
211,690

 
2.7

   Land - acquisition & development
91,452

 
1.1

 
99,509

 
1.2

 
128,379

 
1.7

   Land - consumer lot loans
132,360

 
1.8

 
133,875

 
1.8

 
141,844

 
1.8

   Multi-family
749,253

 
9.6

 
733,036

 
9.5

 
710,741

 
9.0

   Commercial real estate
639,373

 
8.3

 
642,556

 
8.1

 
406,364

 
5.2

   Commercial & industrial
336,843

 
4.3

 
288,944

 
3.7

 
166,115

 
2.1

   HELOC
134,899

 
1.7

 
137,473

 
1.8

 
126,942

 
1.6

   Consumer
60,629

 
0.8

 
64,083

 
0.8

 
63,471

 
0.8

Total loans
7,768,417

 
100
%
 
7,830,112

 
100
%
 
7,866,336

 
100
%
Less:
 
 
 
 
 
 
 
 
 
 
 
Allowance for probable losses
118,104

 
 
 
122,884

 
 
 
133,147

 
 
Loans in process
189,677

 
 
 
189,336

 
 
 
213,286

 
 
Discount on acquired loans
37,568

 
 
 
40,346

 
 
 
33,484

 
 
Deferred net origination fees
32,562

 
 
 
33,330

 
 
 
34,421

 
 
 
377,911

 
 
 
385,896

 
 
 
414,338

 
 
 
$
7,390,506

 
 
 
$
7,444,216

 
 
 
$
7,451,998

 
 
 ____________________
* Excludes covered loans

43

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



Covered loans: As of June 30, 2013, covered loans increased 7.6%, or $2,002,000 to $310,378,000, compared to September 30, 2012, due to acquisition of FDIC covered loans as part of the South Valley acquisition described in Note B.
Non-performing assets: Non-performing assets, which excludes discounted acquired assets, decreased during the quarter ended June 30, 2013 to $233,403,000 from $272,905,000 at September 30, 2012, a 14.5% 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 which began in 2007. Non-performing assets as a percentage of total assets was 1.79% at June 30, 2013 compared to 2.19% at September 30, 2012. This level of NPAs remains significantly higher than the 0.96% average in the Company’s 28+ year history as a public company.
The following table sets forth information regarding restructured and non-accrual loans and REO held by the Company at the dates indicated.
 

44

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



 
June 30,
2013
 
September 30,
2012
 
(In thousands)
Restructured loans:
 
 
 
 
 
 
 
Single-family residential
$
362,753

 
87.4
%
 
$
361,640

 
83.4
%
Construction - speculative
11,136

 
2.7

 
15,907

 
3.7

Construction - custom
1,196

 
0.3

 
1,196

 
0.3

Land - acquisition & development
7,367

 
1.8

 
14,985

 
3.5

Land - consumer lot loans
13,241

 
3.2

 
13,782

 
3.2

Multi - family
8,480

 
2.0

 
17,507

 
4.0

Commercial real estate
9,684

 
2.3

 
7,377

 
1.7

Commercial & industrial

 

 

 

HELOC
1,089

 
0.3

 
884

 
0.2

Consumer
11

 

 

 

Total restructured loans (1)
414,957

 
100
%
 
433,278

 
100
%
 
 
 
 
 
 
 
 
Non-accrual loans:
 
 
 
 
 
 
 
Single-family residential
104,252

 
70.1
%
 
131,193

 
75.7
%
Construction - speculative
3,776

 
2.5

 
10,634

 
6.1

Construction - custom

 

 
539

 
0.3

Land - acquisition & development
9,586

 
6.4

 
13,477

 
7.8

Land - consumer lot loans
3,712

 
2.5

 
5,149

 
3.0

Multi-family
6,653

 
4.5

 
4,185

 
2.4

Commercial real estate
14,348

 
9.7

 
7,653

 
4.4

Commercial & industrial
5,072

 
3.4

 
16

 

HELOC
871

 
0.6

 
198

 
0.1

Consumer
385

 
0.3

 
383

 
0.2

Total non-accrual loans (2)
148,655

 
100
%
 
173,427

 
100
%
Total REO (3)
73,084

 
 
 
80,800

 
 
Total REHI (3)
11,664

 
 
 
18,678

 
 
Total non-performing assets
$
233,403

 
 
 
$
272,905

 
 
Total non-performing assets and performing restructured loans as a percentage of total assets
4.80
%
 
 
 
5.42
%
 
 
(1)    Restructured loans were as follows:
 
 
 
 
 
 
 
Performing
$
391,754

 
94.4
%
 
$
403,238

 
93.1
%
Non-accrual *
23,203

 
5.6

 
30,040

 
6.9

 
$
414,957

 
100
%
 
$
433,278

 
100
%
*
Included in "Total non-accrual loans" above
(2)
The Company recognized interest income on nonaccrual loans of approximately $2,215,000 in the nine months ended June 30, 2013. Had these loans performed according to their original contract terms, the Company would have recognized interest income of approximately $6,201,000 for the nine months ended June 30, 2013.

In addition to the nonaccrual loans reflected in the above table, at June 30, 2013, the Company had $120,733,000 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 5.73% at June 30, 2013.

45

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



(3)
Total REO and REHI (included in real estate held for sale on the Statement of Financial Condition) includes real estate held 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 87.4% of restructured loans as of June 30, 2013. 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.
 
 
June 30, 2013
 
September 30, 2012
 
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
$
67,386

 
71.3
%
 
1.3
%
 
$
81,815

 
74.5
%
 
1.4
%
Construction - speculative
7,733

 
1.6

 
6.6

 
12,060

 
1.7

 
9.3

Construction - custom
279

 
3.2

 
0.1

 
347

 
2.7

 
0.2

Land - acquisition & development
11,384

 
1.2

 
13.4

 
15,598

 
1.6

 
12.5

Land - consumer lot loans
3,975

 
1.7

 
3.1

 
4,937

 
1.8

 
3.5

Multi-family
3,358

 
10.1

 
0.5

 
5,280

 
9.2

 
0.7

Commercial real estate
5,291

 
5.4

 
1.3

 
1,956

 
4.1

 
0.6

Commercial & industrial
13,854

 
3.3

 
5.8

 
7,626

 
2.1

 
4.7

HELOC
994

 
1.5

 
0.9

 
965

 
1.5

 
0.9

Consumer
3,850

 
0.7

 
7.5

 
2,563

 
0.8

 
4.0

 
$
118,104

 
100
%
 
 
 
$
133,147

 
100
%
 
 
 __________________
(1)
Represents the total amount of the loan category as a % of total gross non-acquired and non-covered loans outstanding.
(2)
Represents the allocated allowance of the loan category as a % of total gross non-acquired and non-covered loans outstanding for the same loan category.
Customer accounts: Customer accounts increased $486,879,000, or 5.68%, to $9,063,497,000 at June 30, 2013 compared with $8,576,618,000 at September 30, 2012. The following table shows the composition of the Company’s customer accounts as of the dates shown:


46

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
 
  
June 30, 2013
 
September 30, 2012
 
(In thousands)
 
 
 
Wtd. Avg.
Rate
 
 
 
Wtd. Avg.
Rate
Non-interest checking
$
423,828

 
4.7
%
 
%
 
$
272,242

 
3.2
%
 
%
Interest checking
790,807

 
8.7

 
0.13
%
 
622,397

 
7.3

 
0.14
%
Savings (passbook/stmt)
392,182

 
4.3

 
0.15
%
 
314,634

 
3.7

 
0.20
%
Money Market
1,841,765

 
20.3

 
0.22
%
 
1,737,180

 
20.2

 
0.26
%
CD’s
5,614,915

 
62.0

 
1.07
%
 
5,630,165

 
65.6

 
1.27
%
Total
$
9,063,497

 
100
%
 
0.73
%
 
$
8,576,618

 
100
%
 
0.90
%
FHLB advances and other borrowings: Total borrowings increased $50,000,000 to $1,930,000,000 as of June 30, 2013 compared to $1,880,000,000 as of September 30, 2012. 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.


47

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 June 30, 2013, produced net income of $37,338,000 compared to $35,163,000 for the same quarter one year ago. For the nine months ended June 30, 2013, net income totaled $108,598,000 compared to $102,651,000 for the same period one year ago. Net income for the quarter and nine months ended June 30, 2013 benefited from overall lower credit costs, which included the provision for loan losses, and gains/losses on sales of REO. The provision for loan losses amounted to $0 and $3,600,000 for the quarter and nine months ended June 30, 2013, respectively, as compared to $10,367,000 and $39,576,000 for the quarter and nine 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. The benefit of the reduction in the provision for loan losses was offset by a reduction in net interest income, which was driven by net loan run-off. In addition, gains/losses recognized on real estate acquired through foreclosure was a net gain of $176,000 and a net loss of $7,145,000 for the quarter and nine months ended June 30, 2013, respectively, as compared to a net gain of $1,146,000 and a net loss $11,005,000 for the quarter and nine month periods one year ago, respectively.
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
6/30/13 and 6/30/12
 
Comparison of Nine months Ended
6/30/13 and 6/30/12
 
Volume
 
Rate
 
Total
 
Volume
 
Rate
 
Total
 
(In thousands)
 
(In thousands)
Interest income:
 
 
 
 
 
 
 
 
 
 
 
Loans and covered loans
$
(2,868
)
 
$
(2,315
)
 
$
(5,183
)
 
$
(10,658
)
 
$
(16,054
)
 
$
(26,712
)
Mortgaged-backed securities
(4,942
)
 
(8,208
)
 
(13,150
)
 
(16,785
)
 
(28,969
)
 
(45,754
)
Investments (1)
623

 
502

 
1,125

 
2,156

 
408

 
2,564

All interest-earning assets
(7,187
)
 
(10,021
)
 
(17,208
)
 
(25,287
)
 
(44,615
)
 
(69,902
)
Interest expense:
 
 
 
 
 
 
 
 
 
 
 
Customer accounts
527

 
(5,045
)
 
(4,518
)
 
1,709

 
(16,726
)
 
(15,017
)
FHLB advances and other borrowings
(7,581
)
 
(3,290
)
 
(10,871
)
 
(24,099
)
 
(9,107
)
 
(33,206
)
All interest-bearing liabilities
(7,054
)
 
(8,335
)
 
(15,389
)
 
(22,390
)
 
(25,833
)
 
(48,223
)
Change in net interest income
$
(133
)
 
$
(1,686
)
 
$
(1,819
)
 
$
(2,897
)
 
$
(18,782
)
 
$
(21,679
)
___________________ 
(1)
Includes interest on cash equivalents and dividends on FHLB stock
Provision for Loan Losses: The Company recorded a $0 provision for loan losses during the quarter ended June 30, 2013, while a $10,367,000 provision was recorded for the same quarter one year ago. Non-performing assets amounted to $233,403,000, or 1.79% , of total assets at June 30, 2013, compared to $278,490,000, or 2.07%, of total assets one year ago. Non-accrual loans decreased from $171,033,000 at June 30, 2012, to $148,655,000 at June 30, 2013, a 13.1% decrease. The Company had net charge-offs of $4,780,000 for the quarter ended June 30, 2013, compared with $16,235,000 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 year-over-year; second, non-accrual loans as a percentage of net loans decreased from 2.25% at June 30, 2012, to 2.01% at June 30, 2013; third, the percentage of loans 30 days or more delinquent decreased from from 2.69% at June 30, 2012, to 2.27% at June 30,

48

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



2013; and finally, the Company's exposure in the land A&D and speculative construction portfolios, the source of the majority of losses during this credit cycle, has decreased from a combined 3.4% of the gross loan portfolio at June 30, 2012, to 2.7% at June 30, 2013. Management believes the allowance for loan losses, totaling $118,104,000, or 1.52% of gross loans, is sufficient to absorb estimated losses inherent in the portfolio.
See Note F for further discussion and analysis of the allowance for loan losses for the quarter ended June 30, 2013.
Other Income: The quarter ended June 30, 2013 produced total other income of $5,059,000 compared to $3,590,000 for the same quarter one year ago, an increase of $1,469,000, due primarily to increased transaction fee income related to deposit accounts acquired as part of the acquisition of South Valley Bank as of 10/31/12.
Other Expense: The quarter ended June 30, 2013, produced total other expense of $41,610,000 compared to $35,963,000 for the same quarter one year ago, a 15.7% increase. The increase in total other expense over the same comparable period one year ago was primarily due to the increase of $5,301,000 in compensation and benefits, which, for the quarter ended June 30, 2013 included the addition of the employees from the South Valley acquisition as of October 31, 2012. Also impacted by this acquisition were the increases in occupancy expense and other expense of $578,000 and $937,000 respectively, for the quarter ended June 30, 2013 as compared to the prior year. Total other expense for the quarters ended June 30, 2013 and 2012 equaled 1.28% and 1.06%, respectively, of average assets. The number of staff, including part-time employees on a full-time equivalent basis, was 1,423 and 1,237 at June 30, 2013 and 2012, respectively. FDIC insurance expense decreased to $2,831,000 for the three months ended June 30, 2013 as compared to $4,000,000 for the same quarter one year ago. The FDIC instituted a new assessment basis in the fourth quarter of fiscal 2011, which resulted in an overall lower insurance expense for the Company.
Taxes: Income taxes increased to $21,003,000 for the quarter ended June 30, 2013, as compared to $19,778,000 for the same period one year ago. The effective tax rate for the quarters ended June 30, 2013 and 2012, 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, 2012. 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 2012 Form 10-K.

Item 4.        Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. The Company maintains a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to 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, as appropriate, to allow timely decisions regarding required disclosure. Management has evaluated, with the participation of the Company’s President and Chief Executive Officer, along with the Company’s Executive Vice President and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the "Evaluation Date"). Based on the evaluation, the Company’s President and Chief Executive Officer along with the Company’s Executive Vice President and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective.

(b) Changes in Internal Control over Financial Reporting. During the period to which this report relates, there have not been any changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or that are reasonably likely to materially affect, such controls.

49



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 set forth in this report, you should carefully consider the factors discussed under "Part I--Item 1A--Risk Factors" in our Form 10-K for the year ended September 30, 2012. These factors could materially and adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report.

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 June 30, 2013.
 
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
April 1, 2013 to April 30, 2013
833,440

 
$
16.49

 
833,440

 
2,159,794

May 1, 2013 to May 31, 2013
485,900

 
17.16

 
485,900

 
1,673,894

June 1, 2013 to June 30, 2013
680,660

 
17.23

 
680,660

 
993,234

Total
2,000,000

  
$
16.91

  
2,000,000

 
993,234

 ___________________
(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 4.        Mine Safety Disclosures
Not applicable

Item 5.        Other Information
Not applicable

Item 6.        Exhibits

50


(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 June 30, 2013 formatted in XBRL

51


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.
 
August 8, 2013
/S/    ROY M. WHITEHEAD        
 
ROY M. WHITEHEAD
Chairman, President and Chief Executive Officer
 
 
August 8, 2013
/S/    BRENT J. BEARDALL        
 
BRENT J. BEARDALL
Executive Vice President and Chief
Financial Officer

52