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, 2000
[ ] 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, 2000 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: April 30,
2000
Common stock, $1.00 par value 52,289,346
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, 2000 and September 30, 1999 . . . . . . .
Page 3
Consolidated Statements of Operations for the three
and six months ended March 31, 2000 and 1999. . . . . . .
Page 4
Consolidated Statements of Cash Flows for the
six months ended March 31, 2000 and 1999 . . . . . . . . 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
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
. . . . . . . . . . . . . . . . .March 31, 2000 September 30, 1999
(In thousands, except per share data)
ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . $ 30,574 $
25,037
Available-for-sale securities . . . . . . . . .1,154,932 1,169,917
Held-to-maturity securities . . . . . . . . . . 305,531 324,752
Loans receivable. . . . . . . . . . . . . . . .4,586,528 4,378,728
Interest receivable . . . . . . . . . . . . . . 37,831 36,521
Premises and equipment, net . . . . . . . . . . 50,240 50,110
Real estate held for sale . . . . . . . . . . . 17,531 16,679
FHLB stock. . . . . . . . . . . . . . . . . . . 112,624 108,844
Costs in excess of net assets acquired. . . . . 44,556 47,583
Other assets. . . . . . . . . . . . . . . . . . 6,533
5,332
. . . . . . . . . . . . . . . . .$6,346,880 $6,163,503
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Customer accounts
Savings and demand accounts . . . . . . . . $3,327,292
$3,291,857
Repurchase agreements with customers. . . . 85,820
87,645
. . . . . . . . . . . . . . . . . .3,413,112 3,379,502
FHLB advances . . . . . . . . . . . . . . . . . 600,000 1,454,000
Other borrowings, primarily securities sold under agreements to repurchase
. . . . . . . . . . . . . . . . . . . . . . . .1,492,116 454,257
Advance payments by borrowers for taxes and insurance. . 22,419
26,107
Federal and state income taxes. . . . . . . . . 46,946 52,504
Accrued expenses and other liabilities. . . . . 47,965
47,110
. . . . . . . . . . . . . . . . . .5,622,558 5,413,480
Stockholders' equity
Common stock, $1.00 par value, 100,000,000 shares authorized;
62,232,876 and 62,191,540 shares issued; 52,503,974 and
54,232,061 shares outstanding. . . . . . . . 62,233 62,192
Paid-in capital . . . . . . . . . . . . . . . . 785,006 785,031
Valuation adjustment for available-for-sale securities, net of taxes
(14,000)
. . . . . . . . . . . . . . . . . . . . . . . . 5,000
Treasury stock, at cost; 9,728,902 and 7,949,479 shares. ( 181,926) (
146,186)
Retained earnings . . . . . . . . . . . . . . . 73,009
43,986
. . . . . . . . . . . . . . . . . . 724,322 750,023
. . . . . . . . . . . . . . . . . .$6,346,880 $6,163,503
CONSOLIDATED FINANCIAL HIGHLIGHTS
Stockholders' equity per share. . . . . . . . .$ 13.80 $ 13.83
Stockholders' equity to total assets. . . . . . 11.41% 12.17%
Loans serviced for others . . . . . . . . . . . $ 42,727 $
48,198
Weighted average rates at period end
Loans and mortgage-backed securities . . . . 7.76% 7.66%
Investment securities* . . . . . . . . . . . 7.83 8.03
Combined rate on loans, mortgage-backed securities and investment
securities
. . . . . . . . . . . . . . . . . . . . . . . . 7.76 7.68
Customer accounts. . . . . . . . . . . . . . 4.95 4.71
Borrowings . . . . . . . . . . . . . . . . . 5.85 5.40
Combined cost of customer accounts and borrowings . . . . . . .
5.29 4.96
Interest rate spread . . . . . . . . . . . . 2.47 2.72
*Includes municipal bonds at tax equivalent yields
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Quarter Ended March 31, Six Months Ended March 31,
2000
. . . . . . . . 1999 2000 1999
(In
thousands, except per share data)
INTEREST INCOME
Loans. . . . . . . . . . . . $ 93,468 $ 87,322 $185,411 $177,274
Mortgage-backed securities . 23,743 21,016 47,637 39,882
Investment securities. . . . 4,362 4,923 8,814 10,498
121,573
. . . . . . . . . . 113,261 241,862 227,654
INTEREST EXPENSE
Customer accounts. . . . . . 41,228 39,744 82,514 80,488
FHLB advances and other borrowings . . 29,113 20,690 55,980
41,786
70,341
. . . . . . . . . . 60,434 138,494 122,274
Net interest income. . . . . 51,232 52,827 103,368 105,380
Provision for loan losses. . --- 204 ---
383
Net interest income after provision for loan losses 51,232
52,623 103,368
. . . . . . . . . . 104,997
OTHER INCOME
Gain on sale of securities . 1,118 1,344 1,716 1,344
Other. . . . . . . . . . . . 1,466 2,141 2,797 5,568
2,584
. . . . . . . . . . . 3,485 4,513 6,912
OTHER EXPENSE
Compensation and fringe benefits . . . 6,752 6,844 13,498
13,479
Federal insurance premiums . 177 466 657 900
Occupancy expense. . . . . . 1,076 1,024 2,086 2,008
Other. . . . . . . . . . . . 4,225 3,727 7,934 7,144
12,230
. . . . . . . . . . .12,061 24,175 23,531
Gains on real estate owned, net. . . . 214 46
607 94
Income before income taxes . 41,800 44,093 84,313 88,472
Income taxes . . . . . . . . 14,792 15,566 29,884 31,627
NET INCOME . . . . . . . . . $ 27,008 $ 28,527 $ 54,429 $ 56,845
PER SHARE DATA
Basic earnings per share . . $ .51 $ .51 $
1.02 $ 1.01
Diluted earnings per share . $ .51 $ .51 $
1.02 $ 1.01
Cash dividends . . . . . . . $ .24 $ .22 $
.48 $ .44
Weighted average number of shares outstanding,
including dilutive stock options . . 52,644,135
56,388,998 53,365,364 56,463,675
Return on average assets . . 1.71% 2.00% 1.74% 2.01%
<PAGE>
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
March 31,
2000
1999
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income . . . . . . . . . . . . . . . . . . $ 54,429
$ 56,845
Adjustments to reconcile net income to net cash provided by operating activities
Amortization of fees, discounts and premiums, net. ( 8,567)
( 14,373)
Amortization of costs in excess of net assets acquired
3,027
. . . . . . . . . . . . . . . . . . . . 3,028
Depreciation . . . . . . . . . . . . . . . . 1,140
1,140
Gains on investment securities and real estate held for sale
( 2,322)
. . . . . . . . . . . . . . . . . . .( 1,438)
Decrease (increase) in accrued interest receivable (1,310)
404
Increase in income taxes payable . . . . . . 4,442
2,522
FHLB stock dividends . . . . . . . . . . . . ( 3,780)
( 3,943)
Decrease (increase) in other assets. . . . . (1,201)
3,905
Increase in accrued expenses and other liabilities 855
924
Net cash provided by operating activities. . . 46,713
49,014
CASH FLOWS FROM INVESTING ACTIVITIES
Loans and contracts originated
Loans on existing property . . . . . . . . . (348,425)
(491,348)
Construction loans . . . . . . . . . . . . . (210,508)
(180,753)
Land loans . . . . . . . . . . . . . . . . . ( 48,597)
( 46,783)
Loans refinanced . . . . . . . . . . . . . . ( 12,622)
(118,546)
.(620,152) (837,430)
Savings account loans originated . . . . . . . ( 1,337)
( 1,958)
Loan principal repayments. . . . . . . . . . . 466,549
849,517
Decrease in undisbursed loans in process . . . ( 50,434)
(20,509)
Loans purchased. . . . . . . . . . . . . . . . ( 1,194)
( 256)
Purchase of available-for-sale securities. . . (110,026)
(413,749)
Principal payments and maturities of available-for-sale securities
. . . . . . . . . . . . . . . . . . . 75,136 195,924
Sales of available-for-sale securities . . . . 23,356
11,344
Principal payments and maturities of held-to-maturity securities
. . . . . . . . . . . . . . . . . . . .19,484 76,524
Proceeds from sale of real estate held for sale . . 6,061
6,476
Premises and equipment purchased, net . . . . (1,270)
(3,095)
Net cash used by investing activities. . . . . (193,827)
(137,212)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in customer accounts. . . . . . . 33,610
177,317
Increase (decrease) in short-term borrowings . 383,859
( 43,733)
Repayments of long-term borrowings . . . . . . (200,000)
---
Proceeds from exercise of common stock options 398
328
Proceeds from employee stock ownership plan. . 3,573
669
Treasury stock purchased . . . . . . . . . . . (39,907)
(16,271)
Dividends. . . . . . . . . . . . . . . . . . . ( 25,194)
( 24,459)
Decrease in advance payments by borrowers for taxes and insurance
. . . . . . . . . . . . . . . . . . .( 3,688) ( 4,442)
Net cash provided by financing activities. . . 152,651
89,409
Increase in cash . . . . . . . . . . . . . . . 5,537 1,211
Cash at beginning of period. . . . . . . . . . 25,037
22,215
Cash at end of period. . . . . . . . . . . . . $ 30,574
$ 23,426
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Noncash investing activities
Real estate acquired through foreclosure . . $ 6,306
$ 9,617
Cash paid during the period for
Interest . . . . . . . . . . . . . . . . . . 137,869
123,728
Income taxes . . . . . . . . . . . . . . . . 26,950
28,871
<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, 1999 Consolidated Statement of Financial Condition was derived
from
audited financial statements.
NOTE B - Cash Dividend Paid
Dividends per share increased to 24 cents for the quarter ended March 31, 2000
compared with 22 cents for the same period one year ago. On April 28, 2000 the
Company paid its 69th consecutive quarterly cash dividend.
NOTE C - Comprehensive Income
On October 1, 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income". The
standard
requires that comprehensive income and its components be disclosed in the
financial
statements. The Company's comprehensive income includes all items which
comprise net
income minus the unrealized holding losses on available-for-sale securities. In
accordance with the provisions of SFAS No. 130, the Company's total
comprehensive
income for the quarters ended March 31, 2000 and March 31, 1999 totaled
$21,008,000
and $23,527,000, respectively. The total comprehensive income for the six
months
ended March 31, 2000 and March 31, 1999 totaled $35,429,000 and $46,845,000,
respectively. The difference between the Company's net income and total
comprehensive
income equals the change in the net unrealized loss on securities available-fo
r-sale
during the applicable periods.
NOTE D - 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 $54,429,000 53,095,957 $1.02
Diluted EPS
Income available to common stockholders
plus assumed conversions $54,429,000 53,365,364 $1.02
GENERAL
Washington Federal, Inc. (the Company) is a savings and loan holding company.
The
Company's primary operating subsidiary is Washington Federal Savings (the
Association).
INTEREST RATE RISK
The Company accepts a high level of interest rate volatility 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, 2000 the Company had a negative one year maturity gap of
approximately 49% of total assets.
The interest rate spread declined to 2.47% at March 31, 2000 from 2.72%at
September
30, 1999. The decline was, in large part, due to a narrowing of the interest
rate
spread as the Federal Reserve raised interest rates three times during the last
six
months. During this phase of the interest rate cycle, the Company chose to
leverage
the balance sheet and increase its asset size. As a result, FHLB advances and
other
borrowed money increased to an equivalent of 33.0% of total assets at March 31,
2000,
compared to 31.0% of total assets at September 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net worth at March 31, 2000 was $724,322,000 or 11.4% of total
assets.
This is a decrease of $25,701,000 from September 30, 1999 when net worth was
$750,023,000 or 12.2% of total assets. The decrease in the Company's net worth
includes $25,194,000 of cash dividends paid, stock repurchases of $39,907,000
and a
$19,000,000 reduction in the valuation reserve for available-for-sale
securities. Net
worth was increased by the $54,429,000 generated from net income and
$ 3,971,000 of
proceeds received from the exercise of common stock options and the purchase of
stock
by the ESOP(Employee Stock Ownership Plan). During the six months ended March
31,
2000, 1,992,000 shares of common stock were repurchased at an average price of
$20.03
under the Company's ongoing common stock repurchase program. During the quarter
ended
December 31, 1999, the Board of Directors authorized an additional 2,600,000
shares
available for repurchase. This leaves a total of 3.4 million shares available
for
repurchase under all authorizations as of March 31, 2000.
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 $170,697,000, a
$3,907,000
increase 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 cash and eligible unpledged
investment securities and mortgage-backed securities to the sum of average
withdrawable savings plus short-term (one year) borrowings. Currently, the
Association is required to maintain total liquidity at four percent. At March
31,
2000, total liquidity was 6.76%.
CHANGES IN FINANCIAL CONDITION
Available-for-sale and held-to-maturity securities. The Company purchased
$80,026,000
of mortgage-backed securities and $30,000,000 of investment securities during
the six
month period, all of which were categorized as available-for-sale. As of March
31,
2000, the Company had unrealized losses on available-for-sale securities of
$14,000,000, net of tax, which were recorded as part of stockholders' equity.
Loans receivable. Loans receivable increased during the six-month period to
$4,586,528,000 (5%) at March 31, 2000 from $4,378,728,000 at September 30,
1999.
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, 2000, the Company's recorded investment in impaired
loans
was $12.1 million, of which $6.1 million had allocated reserves of $2.5
million. The
average balance of impaired loans during the quarter was $10.4 million and
interest
income (cash received) from impaired loans was $78,000. For the six months
ended
March 31, 2000 the average amount of impaired loans was $9.8 million and
interest
income (cash received) from impaired loans was $167,000.
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, 2000. The Company will continue to evaluate these assets and, if
appropriate, provide for any diminuition in value of these assets.
Customer accounts. Customer accounts increased $33,610,000, to $3,413,112,000
(1%)
at March 31, 2000 compared with $3,379,502,000 at September 30, 1999.
FHLB advances and other borrowings. Total borrowings increased to
$2,092,116,000. See
Interest Rate Risk above.
RESULTS OF OPERATIONS
Net interest income decreased $1,595,000 (3%) to $51,232,000 for the March 2000
quarter from $52,827,000 a year ago, while net interest income decreased
$2,012,000
(2%) to $103,368,000 for the six months ended March 31, 2000 from the
$105,380,000
for the same period of 1999. The decrease was primarily due to the decrease in
the
net interest spread to 2.47% at March 31, 2000 compared to 2.62% at December
31, 1999
and 2.76% at March 31, 1999.
Interest income on loans increased $6,146,000 (7%) to $93,468,000 for the
quarter
ended March 31, 2000 from $87,322,000 for the same period one year ago. For
the six
months ended March 31, 2000 interest on loans increased $8,137,000 (5%) to
$185,411,000 from $177,274,000 for the same period one year ago. The
increase is
primarily due to the increase in the average balance of loans from
$4,139,356,000 for
the six months ended March 31, 1999 to $4,481,916,000 (8%) for the six months
ended
March 31, 2000. Average interest rates on loans increased to 7.95% at March 31,
2000
from 7.83% one year ago.
Interest income on mortgage-backed securities increased $2,727,000 (13%) to
$23,743,000 for the quarter ended March 31, 2000 versus the $21,016,000 for the
quarter one year ago. Interest on mortgage-backed securities increased
$7,755,000
(19%) to $47,637,000 for the six months ended March 31, 2000 compared with the
$39,882,000 for the same period one year ago. The average balance of mortgage
- -backed
securities increased to $1,322,230,000 (22%) for the six months ended March 31,
2000
from $1,087,138,000 for the six months ended March 31, 1999 as the Company
purchased
mortgage-backed securities to supplement current loan production. The weighted
average yield of 7.10% at March 31, 2000 was up from the 7.07% at March 31,
1999.
Interest on investments decreased $561,000 (11%) to $4,362,000 for the quarter
ended
March 31, 2000 versus the $4,923,000 for the quarter one year ago. Interest on
investments decreased $1,684,000 (16%) to $8,814,000 for the six months ended
March
31, 2000 compared with the $10,498,000 for the same period one year ago. The
average
balance of investments decreased to $255,949,000 (15%) for the six months ended
March
31, 2000 from $301,927,000 for the six months ended March 31, 1999. The
weighted
average yield was 7.83% at March 31, 2000 compared to 8.15% at March 31, 1999.
Interest expense on customer accounts increased $1,484,000 (4%) to $41,228,000
for the
March 2000 quarter from $39,744,000 for the March 1999 quarter. Interest
expense on
customer accounts increased $2,026,000 (3%) to $82,514,000 for the six months
ended
March 31, 2000 versus $80,488,000 for the same period one year ago. The
increase
related to the increase in average customer accounts from $3,242,397,000 to
$3,406,526,000 (5%) for the six months ended March 31, 1999 and 2000
respectively,
and to the average cost of customer accounts which increased to 4.95% at
quarter end
compared to the 4.80% one year ago.
RESULTS OF OPERATIONS(continued)
Interest on FHLB advances and other borrowings increased $8,423,000 (41%) to
$29,113,000 for the March 2000 quarter compared with $20,690,000 for the March
1999
quarter. The six-month figures increased $14,194,000 (34%) to $55,980,000
compared
with $41,786,000 for the same period one year ago. The increase was partially
due to
the increase in the average total borrowings from $1,811,874,000 to
$1,971,081,000
(9%) for the six month periods ended March 31, 1999 and 2000, respectively. The
average rates paid at March 31, 2000 increased to 5.85% versus 5.20% at March
31,
1999.
Other income decreased $901,000 (26%) to $2,584,000 for the March 2000 quarter
compared with the $3,485,000 for the March 1999 quarter. Gains on the sale of
available-for-sale securities totalled $1,118,000 for the March 2000 quarter
compared
with $1,344,000 for the March 1999 quarter. Other income for the quarter ended
March
31, 1999 included a nonrecurring transaction of approximately $600,000. Other
income
decreased $2,399,000 (35%) to $4,513,000 for the six months ended March 31,
2000
versus $6,912,000 for the same period one year ago. Gains on the sale of
available-
for-sale securities totalled $1,716,000 for the six months ended March 31, 2000.
Gains
on the sale of available-for-sale securities totalled $1,344,000 for the six
month
period ended March 31, 1999. The decrease in other income reflected several
non-
recurring transactions, which provided the Company with approximately $2.3
million of
pre-tax income in the six months ended March 31, 1999.
Other expense increased $169,000 (1%) and $644,000 (3%), respectively, for the
quarter
and six months ended March 31, 2000. Other expense for the quarter and six
months
ended March 31, 2000 equalled .78% and .77%, respectively, of average assets
compared
to .84% and .82%, respectively, for the same periods one year ago. The number
of
staff, including part-time employees on a full-time equivalent basis, were 702
at
March 31, 2000 and 686 at March 31, 1999.
Income taxes decreased $774,000 (5%) and $1,743,000 (5%) for the quarter and six
months ended March 31, 2000, respectively, when compared to the same periods
one year
ago due to lower taxable income. The effective tax rate was 35.5% for the
six-month
period ended March 31, 2000 and 35.7% for the same period ended March 31, 1999.
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.
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 24,
2000. Three nominees for election as Directors, John F. Clearman, H. Dennis
Halvorson and Roy M. Whitehead were elected for three-year terms. W. Alden
Harris was
elected for a one-year term. The votes cast for John F. Clearman were
49,110,944
shares. The votes cast for H. Dennis Halvorson were 49,110,937 shares . The
votes
cast for Roy M. Whitehead were 49,132,142 shares. The votes cast for W. Alden
Harris
were 49,129,351.
The stockholders ratified the appointment of Deloitte & Touche LLP as Washington
Federal, Inc.'s independent public accountants for fiscal 2000 with 49,283,295
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 15, 2000 GUY C. PINKERTON
Chairman and
Chief Executive Officer
/s/ Ronald L. Saper
May 15, 2000 RONALD L. SAPER
Executive Vice-President and
Chief Financial Officer
/s/ Joseph R. Runte
May 15, 2000 JOSEPH R. RUNTE
Vice-President and
Controller
