FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended. .. . .. . .. . . March
31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
For Quarter Ended March 31, 1998 Commission
file number
0 25454
WASHINGTON FEDERAL, INC.
(Exact name of registrant as specified in its
charter)
Washington
91-1661606
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
425 Pike Street Seattle, Washington
98101
(Address of principal executive offices and Zip Code)
(206) 624-7930
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past
90 days.
(1) Yes X . No .
(2) Yes X . No .
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuer's classes of common
stock, as of the latest practicable date.
Title of class:
May 8, 1998
Common stock, $1.00 par value
52,432,365
shares<PAGE>
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I
Item 1. Financial Statements
The Consolidated Financial Statements of Washington
Federal, Inc. and
Subsidiaries
filed as a part of the report are as follows:
Consolidated Statements of Financial Condition
as of March 31, 1998 and September 30, 1997 . . . . .
. .
Page 3
Consolidated Statements of Operations for the three
and six months ended March 31, 1998 and 1997. . . . .
. .
Page 4
Consolidated Statements of Cash Flows for the
six months ended March 31, 1998 and 1997 . . . . . .
. . Page 5
Notes to Consolidated Financial Statements. . . . . .
. .
Page 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . .
. .
Page 7
PART II
Item 1. Legal Proceedings . . . . . . . . . . . . ..
. . . . Page 11
Item 2. Changes in Securities. . . . . . . . . . . ..
. . . .
Page 11
Item 3. Defaults upon Senior Securities. . . . . . . ..
. . . .
Page 11
Item 4. Submission of Matters to a Vote of Stockholders ..
. . . . . .
Page 11
Item 5. Other Information . . . . . . . . . . . . ..
. . . . Page 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . ..
. . . .
Page 11
Signatures . . . . . . . . . . . . . . . . .
.Page 12<PAGE>
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
. . . . . . . . . . . . . . . . .March 31, 1998
September 30, 1997
(In thousands, except per share data)
ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . $
25,591 $ 23,444
Available-for-sale securities . . . . . . . . . 668,500
672,132
Held-to-maturity securities . . . . . . . . . . 517,285
564,747
Loans receivable. . . . . . . . . . . . . . . .4,152,743
4,190,776
Interest receivable . . . . . . . . . . . . . . 36,713
36,383
Premises and equipment, net . . . . . . . . . . 48,182
47,552
Real estate held for sale . . . . . . . . . . . 28,764
30,189
FHLB stock. . . . . . . . . . . . . . . . . . . 97,296
93,584
Costs in excess of net assets acquired. . . . . 56,667
58,774
Other assets. . . . . . . . . . . . . . . . . .
2,031 2,008
. . . . . . . . . . . . . . . . . .$5,633,772
$5,719,589
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Customer accounts
Savings and demand accounts . . . . . . . .
$2,944,881 $2,905,371
Repurchase agreements with customers. . . .
79,571 72,660
. . . . . . . . . . . . . . . . . . .3,024,452
2,978,031
FHLB advances . . . . . . . . . . . . . . . . .1,034,000
1,601,000
Other borrowings, primarily securities sold under agreements to
repurchase
. . . . . . . . . . . . . . . . . . . . . . . .694,990
303,544
Advance payments by borrowers for taxes and insurance. .
21,728 26,340
Federal and state income taxes. . . . . . . . . 62,364
52,259
Accrued expenses and other liabilities. . . . .
40,559 40,670
. . . . . . . . . . . . . . . . . .4,878,093
5,001,844
Stockholders' equity
Common stock, $1.00 par value, 100,000,000 shares authorized;
56,334,480 and 51,137,889 shares issued; 52,404,672 and
47,508,759 shares outstanding. . . . . . . . 56,334
51,138
Paid-in capital . . . . . . . . . . . . . . . . 713,171
573,241
Valuation adjustment for available-for-sale securities, net of
taxes 33,000
. . . . . . . . . . . . . . . . . . . . . . . .30,000
Treasury stock, at cost; 3,929,808 and 3,629,130 shares. (
67,202) ( 68,266)
Retained earnings . . . . . . . . . . . . . . .
20,376 131,632
. . . . . . . . . . . . . . . . . . . 755,679
717,745
. . . . . . . . . . . . . . . . . . .$5,633,772
$5,719,589
CONSOLIDATED FINANCIAL HIGHLIGHTS
Stockholders' equity per share. . . . . . . . .$ 14.42 $
13.74
Stockholders' equity to total assets. . . . . . 13.41%
12.55%
Loans serviced for others . . . . . . . . . . . $
100,290 $ 119,897
Weighted average rates at period end
Loans and mortgage-backed securities . . . . 8.10%
8.17%
Investment securities* . . . . . . . . . . . 7.64
7.72
Combined rate on loans, mortgage-backed securities and
investment securities
. . . . . . . . . . . . . . . . . . . . . . . . 8.07
8.14
Customer accounts. . . . . . . . . . . . . . 5.14
5.18
Borrowings . . . . . . . . . . . . . . . . . 5.53
5.51
Combined cost of customer accounts and borrowings . . . . .
. . 5.28 5.31
Interest rate spread . . . . . . . . . . . . 2.79
2.83
*Includes municipal bonds at tax equivalent yields<PAGE>
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Quarter Ended March 31, Six Months Ended March 31,
1998
. . . . . . . . 1997 1998 1997
(In
thousands, except per share data)
INTEREST INCOME
Loans. . . . . . . . . . . . $ 91,659 $ 90,282 $183,800
$174,644
Mortgage-backed securities . 16,739 20,056 34,078
38,125
Investment securities. . . . 6,533 6,525 13,285
12,904
114,931
. . . . . . . . . . 116,863 231,163 225,673
INTEREST EXPENSE
Customer accounts. . . . . . 38,198 35,479 77,398
67,901
FHLB advances and other borrowings . . 24,742 29,514
50,818 58,073
62,940
. . . . . . . . . . 64,993 128,216 125,974
Net interest income. . . . . 51,991 51,870 102,947
99,699
Provision for loan losses. . 172 184
331 413
Net interest income after provision for loan losses
51,819 51,686 102,616
. . . . . . . . . . 99,286
OTHER INCOME
Gain on sale of securities . 1,591 --- 2,336
---
Other. . . . . . . . . . . . 1,383 814 2,531
1,778
2,974
. . . . . . . . . . . 814 4,867 1,778
OTHER EXPENSE
Compensation and fringe benefits . . . 6,237 6,013
12,054 11,891
Federal insurance premiums . 446 304 892
1,343
Occupancy expense. . . . . . 1,045 1,055 2,095
2,046
Other. . . . . . . . . . . . 3,809 3,839 7,296
6,802
11,537
. . . . . . . . . . .11,211 22,337 22,082
Gains on real estate owned, net. . . . 95
217 196 240
Income before income taxes . 43,351 41,506 85,342
79,222
Income taxes . . . . . . . . 15,389 15,100 30,296
28,715
NET INCOME . . . . . . . . . $ 27,962 $ 26,406 $ 55,046 $
50,507
PER SHARE DATA
Basic earnings per share . . $ .53 $ .51
$ 1.05 $ .99
Diluted earnings per share . $ .53 $ .50
$ 1.04 $ .98
Cash dividends . . . . . . . $ .22 $ .20
$ .44 $ .40
Weighted average number of shares outstanding,
including dilutive stock options . . 52,981,356
52,681,485 52,969,212 51,640,128
Return on average assets . . 1.99% 1.82% 1.95%
1.80%
<PAGE>
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six
Months Ended March 31,
1998
1997
(In
thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income . . . . . . . . . . . . . . . . . . $
55,046 $ 50,507
Adjustments to reconcile net income to net cash provided by
operating activities
Amortization of fees, discounts and premiums, net. (
12,211) ( 8,946)
Amortization of costs in excess of net assets acquired
3,010
. . . . . . . . . . . . . . . . . . . . 2,715
Depreciation . . . . . . . . . . . . . . . .
1,170 1,029
Gains on investment securities and real estate held for sale
( 2,531)
. . . . . . . . . . . . . . . . . . .( 229)
Decrease (increase) in accrued interest receivable
(330) 300
Increase in income taxes payable . . . . . .
7,105 9,895
FHLB stock dividends . . . . . . . . . . . . (
3,712) ( 3,150)
Decrease (increase) in other assets. . . . .
(23) 8,901
Decrease in accrued expenses and other liabilities (
414) ( 471)
Net cash provided by operating activities. . .
47,110 60,551
CASH FLOWS FROM INVESTING ACTIVITIES
Loans and contracts originated
Loans on existing property . . . . . . . . .
(328,344) (254,985)
Construction loans . . . . . . . . . . . . .
(213,394) (177,620)
Land loans . . . . . . . . . . . . . . . . . (
34,223) ( 34,326)
Loans refinanced . . . . . . . . . . . . . . (
79,411) ( 20,937)
. .(655,372)
(487,868)
Savings account loans originated . . . . . . . (
2,808) ( 3,543)
Loan principal repayments. . . . . . . . . . .
706,766 470,086
Decrease in undisbursed loans in process . . . (
5,097) (41,344)
Loans purchased. . . . . . . . . . . . . . . . (
868) ( 421)
Purchase of available-for-sale securities. . . (
35,980) (24,187)
Principal payments and maturities of available-for-sale
securities
. . . . . . . . . . . . . . . . . . . 47,599
40,645
Sales of available-for-sale securities . . . . 2,335
48,257
Principal payments and maturities of held-to-maturity securities
. . . . . . . . . . . . . . . . . . . .47,904
32,271
Proceeds from sale of real estate held for sale . .
7,080 5,025
Premises and equipment purchased, net . . . . (
1,800) ( 3,059)
FHLB stock purchased . . . . . . . . . . . . . ---
(9,057)
Cash received from acquisitions . . . . . . .
--- 3,590
Net cash provided by investing activities. . .
109,759 30,395
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in customer accounts. . . . . . .
46,421 26,580
Decrease in short-term borrowings. . . . . . .
(173,054) (92,280)
Repayments of long-term borrowings . . . . . .
(2,500) ---
Proceeds from exercise of common stock options
336 160
Proceeds from employee stock ownership plan. . 1,637
799
Treasury stock purchased . . . . . . . . . . . --- (
1,136)
Dividends. . . . . . . . . . . . . . . . . . . (
22,950) ( 20,797)
Decrease in advance payments by borrowers for taxes and insurance
. . . . . . . . . . . . . . . . . . .( 4,612) (
2,334)
Net cash used by financing activities. . . . .
(154,722) (89,008)
Increase in cash . . . . . . . . . . . . . . . 2,147
1,938
Cash at beginning of period. . . . . . . . . .
23,444 19,635
Cash at end of period. . . . . . . . . . . . . $
25,591 $ 21,573
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Noncash investing activities
Real estate acquired through foreclosure . . $
5,459 $ 2,791
Cash paid during the period for
Interest . . . . . . . . . . . . . . . . . .
130,569 126,697
Income taxes . . . . . . . . . . . . . . . .
27,000 20,490 <PAGE>
NOTE A - Basis of Presentation
The consolidated interim financial statements included in this
report have been
prepared by Washington Federal, Inc. ("Company") without audit.
In the opinion of
management, all adjustments (consisting only of normal recurring
accruals) necessary
for a fair presentation are reflected in the interim financial
statements. The
September 30, 1997 Consolidated Statement of Financial Condition
was derived from
audited financial statements.
NOTE B - Cash Dividend Paid
Dividends per share increased to 22 cents for the quarter ended
March 31, 1998
compared with 20 cents for the same period one year ago. On
April 29, 1998 the
Company paid its 61st consecutive quarterly cash dividend.
NOTE C - Stock Dividend
On January 28, 1998, the Board of Directors of the Company
declared an eleven-for-ten
stock split in the form of a 10% stock dividend to stockholders
of record on February
12, 1998 which was distributed on February 26, 1998. All
previously reported per share
amounts have been adjusted accordingly.
NOTE D - Year 2000
Washington Federal has initiated a program to prepare the
Company's computer systems
and applications for the year 2000. The Board of Directors
approved a program and
timetable designed to have all products, services and supporting
technical systems
year 2000 compliant by the fourth quarter of 1998. The Company's
expected expenditures
for testing and conversion of system applications, as well as the
impact on
operations, liquidity and capital resources is deemed to be
immaterial.
NOTE E - Earnings per Share
SFAS No. 128, "Earnings per Share"(SFAS No. 128)" was issued in
February, 1997. Under
SFAS No. 128, the Company is required to present both basic and
diluted EPS on the
face of its statement of operations. The following table provides
a reconciliation of
the numerators and denominators of the basic and diluted
computations.
Income. . Shares Per-Share
(Numerator) (Denominator)
Amount
Basic EPS
Income available to common
stockholders $55,046,000 52,312,360
$1.05
Diluted EPS
Income available to common stockholders
plus assumed conversions $55,046,000 52,969,212
$1.04 <PAGE>
GENERAL
Washington Federal, Inc. (the "Company") is a unitary savings and
loan holding
company. The Company's wholly-owned subsidiary, Washington
Federal Savings (the
"Association") is the Company's primary operating entity.
INTEREST RATE RISK
The Company assumes a high level of interest rate risk as a
result of its policy to
originate fixed-rate single family home loans which are longer
term in nature than the
short-term characteristics of its liabilities of customer
accounts and borrowed money.
At March 31, 1998 the Company had a negative one year maturity
gap of approximately
50% of total assets.
The interest rate spread declined to 2.79% at March 31, 1998 from
2.83%at September
30, 1997. Interest rate spreads for the three previous quarters
were relatively flat.
During this phase of the interest rate cycle the Company chose to
control its asset
growth, strengthen its capital position and deleverage the
balance sheet by reducing
its borrowed money. FHLB advances and other borrowed money
decreased to an equivalent
of 30.7% of total assets at March 31, 1998, compared to 33.3% of
total assets at
September 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net worth at March 31, 1998 was $755,679,000 or
13.4% of total assets.
This is an increase of $37,934,000 from September 30, 1997 when
net worth was
$717,745,000 or 12.6% of total assets.
Under stock repurchase programs previously authorized by the
Board of Directors, the
Company has approximately 970,000 available to repurchase. The
Company did not
repurchase any shares during the six months ended March 31, 1998.
During the six months ended March 31, 1998, the Washington
Federal Savings Profit
Sharing Retirement Plan and Employee Stock Ownership Plan (ESOP)
was authorized by
various employees to purchase Company common stock for their
account from their vested
funds. The Company issued from treasury stock 62,233 shares of
Company common stock
to the ESOP at an average purchase price of $26.31 per share.
On April 28, 1998, the Company filed with the Securities and
Exchange Commission a
Registration Statement on Form S-8( Commission File No.
333-51143) to register 300,000
additional shares to be issued under the ESOP.
LIQUIDITY AND CAPITAL RESOURCES(continued)
The Company's percentage of net worth to total assets is among
the highest in the
nation and the Association's regulatory capital ratios are over
three times the
minimum required under Office of Thrift Supervision ("OTS")
regulations. Management
believes this strong net worth position will help protect
earnings against interest
rate risk and enable it to compete more effectively for
controlled growth through
acquisitions and increased customer deposits.
The Company's cash and investment securities amounted to
$308,000,000, a $5,194,000
decrease from six months ago.
The minimum liquidity levels of the Association are governed by
the regulations of the
OTS. Liquidity is defined as the ratio of average eligible
unpledged liquid assets
to the sum of average withdrawable savings plus short-term
borrowings. Currently, the
Association is required to maintain total liquidity at four
percent. At March 31,
1998, total liquidity was 15.02% compared to 5.06% at September
30, 1997.
CHANGES IN FINANCIAL CONDITION
Available-for-sale and held-to-maturity securities. The Company
purchased $35,980,000
of mortgage-backed securities during the six month period, all of
which were
categorized as available-for-sale. Despite the purchase of
mortgage-backed securities,
the portfolio declined $43,753,000(5%) due to repayments of
$86,013,000 during the six
month period.
As of March 31, 1998, the Company had unrealized gains on
available-for-sale
securities of $33,000,000, net of tax, which were recorded as
part of stockholders'
equity.
Loans receivable. Loans receivable fell 1% during the six month
period to
$4,152,743,000 at March 31, 1998 from $4,190,776,000 at September
30, 1997. The net
loans receivable balance declined despite a 34% increase in loan
origination volume
to $655,372,000 for the six months ended March 31, 1998 compared
with the $487,868,000
for the same period one year ago. Total repayments and
prepayments for the six months
ended March 31, 1998 were $702,707,000.
The Company measures loans that will not be repaid in accordance
with their
contractual terms using a discounted cash flow methodology or the
fair value of the
collateral for certain loans. Smaller balance loans are excluded
with limited
exceptions. At March 31, 1998, the Company's recorded investment
in impaired loans was
$9.6 million which had allocated reserves of $2.0 million. Loans
of $3.9 million did
not require reserves. The average balance of impaired loans
during the quarter was
$9.8 million and interest income (cash received) from impaired
loans was $98,000. For
the six months ended March 31, 1998 the average amount of
impaired loans was $9.9
million and interest income (cash received) from impaired loans
was $195,000.
CHANGES IN FINANCIAL CONDITION(continued)
Costs in excess of net assets acquired. The Company periodically
monitors costs in
excess of net assets acquired for potential impairment of which
there was none at
March 31, 1998. The Company will continue to evaluate these
assets and, if
appropriate, provide for any diminuition in value of these assets
as a result of any
legislation.
Customer accounts. Customer accounts at March 31, 1998 were
$3,024,452,000 compared
with $2,978,031,000 at September 30, 1997.
FHLB advances and other borrowings. Total borrowings decreased to
$1,728,990,000. See
Interest Rate Risk above.
RESULTS OF OPERATIONS
Net interest income increased $121,000 (<1%) to $51,991,000 for
the March 1998 quarter
from $51,870,000 a year ago, while net interest income increased
$3,248,000 (3%) to
$102,947,000 for the six months ended March 31, 1998 from the
$99,699,000 for the same
period of 1997. The net interest spread was 2.79% at March 31,
1998 compared to 2.80%
at December 31, 1997 and 2.88% at March 31, 1997.
Interest income on loans increased $1,377,000 (2%) to $91,659,000
for the quarter
ended March 31, 1998 from $90,282,000 for the same period one
year ago. For the six
months ended March 31, 1998 interest on loans increased
$9,156,000 (5%) to
$183,800,000 from $174,644,000 for the same period one year ago.
Average interest
rates on loans decreased to 8.20% at March 31, 1998 from 8.29%
one year ago.
Interest income on mortgage-backed securities decreased
$3,317,000 (17%) to
$16,739,000 for the quarter ended March 31, 1998 versus the
$20,056,000 for the
quarter one year ago. Interest on mortgage-backed securities
declined $4,047,000
(11%) to $34,078,000 for the six months ended March 31, 1998
compared with the
$38,125,000 for the same period one year ago. The weighted
average yield of 7.62%
at March 31, 1998 was up from the 7.57% at March 31, 1997.
Interest on investments increased $8,000 (<1%) to $6,533,000 for
the quarter ended
March 31, 1998 versus the $6,525,000 for the quarter one year
ago. Interest on
investments increased $381,000 (3%) to $13,285,000 for the six
months ended March 31,
1998 compared with the $12,904,000 for the same period one year
ago. The weighted
average yield was 7.64% at March 31, 1998 compared to 7.34% at
March 31, 1997.
Interest expense on customer accounts increased $2,719,000 (8%)
to $38,198,000 for the
March 1998 quarter from $35,479,000 for the March 1997 quarter.
Interest expense on
customer accounts increased $9,497,000 (14%) to $77,398,000 for
the six months ended
March 31, 1998 versus $67,901,000 for the same period one year
ago. The average cost
of customer accounts increased to 5.14% at quarter end compared
to the 5.04% one year
ago.
RESULTS OF OPERATIONS(continued)
Interest on FHLB advances and other borrowings decreased
$4,772,000 (16%) to
$24,742,000 for the March 1998 quarter compared with the
$29,514,000 for the March
1997 quarter. The six-month figures decreased $7,255,000 (12%)
to $50,818,000
compared with the $58,073,000 for the same period one year ago.
The average rates paid
at March 31, 1998 increased to 5.53% versus 5.44% at March 31,
1997.
Other income increased $2,160,000 (265%) to $2,974,000 for the
March 1998 quarter
compared with the $814,000 for the March 1997 quarter. Other
income increased
$3,089,000 (174%) to $4,867,000 for the six months ended March
31, 1998 versus
$1,778,000 for the same period one year ago. Gains on the sale
of available-for-sale
securities totalled $1,591,000 and $2,336,000 for the quarter and
six months ended
March 31, 1998, respectively. No gains were recognized on sale
of securities for the
six months ending March 31, 1997.
Other expense increased $585,000 (5%) and $639,000 (3%),
respectively, for the quarter
and six months ended March 31, 1998 compared to the same periods
ended March 31, 1997.
Both increases were offset by adjustments of $647,000 and
$1,233,000, respectively,
for deferred loan origination costs associated with loan volumes
for the quarter and
six months ended March 31, 1998. Other expense for the quarter
and six months ended
March 31, 1998 equalled .82% and .79%, respectively, of average
assets compared to
.77% and .79%, respectively, for the same periods one year ago.
The number of staff,
including part-time employees on a full-time equivalent basis,
were 656 at March 31,
1998 and 654 at March 31, 1997.
Income taxes increased $289,000 (2%) and $1,581,000 (5%) for the
quarter and six
months ended March 31, 1998, respectively, when compared to the
same period one year
ago due to higher taxable income. The effective tax rate was
35.5% for the six-month
period ended March 31, 1998 and 36.3% for the same period ended
March 31, 1997.
IMPACT OF INFLATION AND CHANGING PRICES
The Consolidated Financial Statements and related Notes presented
elsewhere herein
have been prepared in accordance with generally accepted
accounting principles, which
require the measurement of financial position and operating
results in terms of
historical dollars without considering changes in the relative
purchasing power of
money over time due to inflation.
Unlike many industrial companies, substantially all of the assets
and virtually all
of the liabilities of the Association are monetary in nature. As
a result, interest
rates have a more significant impact on the Association's
performance than the general
level of inflation. Over short periods of time, interest rates
may not necessarily
move in the same direction or in the same magnitude as inflation.
<PAGE>
PART II - Other Information
Item 1. Legal Proceedings
From time to time the Company or its subsidiaries are engaged in
legal proceedings in
the ordinary course of business, none of which are considered to
have a material
impact on the Company's financial position or results of
operations.
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior
Securities
Not applicable
Item 4. Submission of Matters to a
Vote of Stockholders
The Annual Meeting of Stockholders of Washington Federal, Inc.
was held on January 28,
1998. Three nominees for election as Directors, Kermit O.
Hanson, E.W.Mersereau and
Guy C. Pinkerton were elected for three-year terms. The votes
cast for Kermit O.
Hanson were 42,811,784 shares. The votes cast for E.W. Mersereau
were 42,814,262
shares . The votes cast for Guy C. Pinkerton were 43,016,651
shares.
The stockholders ratified the appointment of Deloitte & Touche
LLP as Washington
Federal, Inc.'s independent public accountants for fiscal 1998
with 43,002,396 votes
cast for the proposal.
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on
Form 8-K
Not applicable<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto
duly authorized.
/s/ Guy C. Pinkerton
May 13, 1998 GUY C. PINKERTON
Chairman, President and
Chief Executive Officer
/s/ Ronald L. Saper
May 13, 1998 RONALD L. SAPER
Executive Vice-President and
Chief Financial Officer
/s/ Keith D. Taylor
May 13, 1998 KEITH D. TAYLOR
Senior Vice-President and
Treasurer
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