wfsl-20200930_d2

United States
Securities and Exchange Commission
Washington, D.C. 20549
____________________________________________________________
 FORM 10-K
____________________________________________________________ 
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2020
OR
☐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)
(Zip Code)

Registrant’s telephone number, including area code: (206) 624-7930
_____________________________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol
Name of each exchange on which registered
Common Stock, $1.00 par value per share
WAFD
NASDAQ Stock Market
Securities registered pursuant to section 12(g) of the Act:
None
____________________________________ 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required 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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.     Yes  ☒     No  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐     No  ☒



The aggregate market value of the registrant's common stock ("Common Stock") held on March 31, 2020, the last business day of the registrant's second fiscal quarter by non-affiliates was $1,945,306,499 based on the NASDAQ Stock Market closing price of $25.96 per share on that date. This is based on 74,934,765 shares of Common Stock that were issued and outstanding on this date, which excludes 771,335 shares held by all affiliates.

At November 20, 2020, there were 75,815,930 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the Part of Form 10-K into which the document is incorporated:
(1) Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended September 30, 2020, are incorporated into Part II, Items 5-8 and Part III, Item 12 of this Form 10-K.
(2) Portions of the Registrant’s definitive proxy statement for its Annual Meeting of Shareholders to be held on January 26, 2021 are incorporated into Part III, Items 10-14 of this Form 10-K.



PART I
Washington Federal, Inc. (the "Company") makes statements in this Annual Report on Form 10-K that constitute forward-looking statements. Words such as “expects,” “anticipates,” “believes,” “estimates,” “intends,” “forecasts,” “projects” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to help identify such forward-looking statements. These statements are not historical facts, but instead represent current expectations, plans or forecasts of the Company and are based on the beliefs and assumptions of the management of the Company and the information available to management at the time that these disclosures were prepared. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are not guarantees of future results or performance and involve certain risks, uncertainties and assumptions that are difficult to predict and often are beyond the Company's control. Actual outcomes and results may differ materially from those expressed in, or implied by, the Company's forward-looking statements.
You should not place undue reliance on any forward-looking statement and should consider the following uncertainties and risks, as well as the risks and uncertainties discussed elsewhere in this report, including under Item 1A. “Risk Factors,” and in any of the Company's other subsequent Securities and Exchange Commission filings, which could cause the Company's future results to differ materially from the plans, objectives, goals, estimates, intentions and expectations expressed in forward-looking statements:
•a deterioration in economic conditions, including declines in the real estate market and home sale volumes and financial stress on borrowers (consumers and businesses) as a result of the uncertain economic environment;
•the effects of natural or man-made disasters, calamities, or conflicts, including terrorist events and pandemics (such as the COVID-19 pandemic), including on our asset credit quality and business operations, as well as its impact on general economic and financial market conditions;
•the effects of a severe economic downturn, including high unemployment rates and declines in housing prices and property values, in the Company's primary market areas;
•the effects of and changes in monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the U.S. Government, including responses to the COVID-19 pandemic;
•fluctuations in interest rate risk and changes in market interest rates, including risk related to LIBOR reform and risk of negative rates;
•the Company's ability to make accurate assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and the value of the assets securing these loans;
•legislative and regulatory limitations, including those arising under the Dodd-Frank Act and potential limitations in the manner in which the Company conducts its business and undertakes new investments and activities;
•the ability of the Company to obtain external financing to fund its operations or obtain this financing on favorable terms;
•changes in other economic, competitive, governmental, regulatory and technological factors affecting the Company's markets, assets, liabilities, operations, pricing, products, services and fees;
•the success of the Company at managing the risks involved in the remediation efforts associated with its Bank Secrecy Act ("BSA") program, costs of enhancements to the Bank’s BSA program are greater than anticipated; and governmental authorities undertake enforcement actions or legal proceedings with respect to the Bank’s BSA program beyond those contemplated by the Consent Order, and the potential impact of such matters on the success, timing and ability to pursue the Company’s growth or other business initiatives;
•the success of the Company at managing the risks involved in the remediation efforts associated with its Home Mortgage Disclosure Act (“HMDA”) compliance and reporting, costs of enhancements to the Bank’s HMDA program are greater than anticipated; and governmental authorities undertake enforcement actions or legal proceedings with respect to the Bank’s HMDA program beyond those contemplated by the Consent Orders that have been entered into with the Consumer Financial Protection Bureau (the “CFPB”);
•the success of the Company at managing the risks involved in the foregoing and managing its business; and
•the timing and occurrence or non-occurrence of events that may be subject to circumstances beyond the Company's control.

All forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, changes to future operating results over time, or the impact of circumstances arising after the date the forward-looking statement was made.


3


Item 1.                 Business

General

Washington Federal Bank, National Association, a federally-insured national bank dba WaFd Bank (the “Bank” or “WaFd Bank”), was founded on April 24, 1917 in Ballard, Washington and is engaged primarily in providing lending, depository, insurance and other banking services to consumers, mid-sized to large businesses, and owners and developers of commercial real estate. Washington Federal, Inc., a Washington corporation (the “Company”), was formed as the Bank’s holding company in November, 1994. As used throughout this document, the terms “Washington Federal” or the “Company” refer to the Company and its consolidated subsidiaries, including the Bank, and the term “Bank” refers to the operating subsidiary, Washington Federal Bank, National Association. The Company is headquartered in Seattle, Washington.
The Company's fiscal year end is September 30th. All references to 2020, 2019 and 2018 represent balances as of September 30, 2020, September 30, 2019 and September 30, 2018, respectively, or activity for the fiscal years then ended.
The business of the Bank consists primarily of accepting deposits from the general public and investing these funds in loans of various types, including first lien mortgages on single-family dwellings, construction loans, land acquisition and development loans, loans on multi-family, commercial real estate and other income producing properties, home equity loans and business loans. It also invests in certain United States government and agency obligations and other investments permitted by applicable laws and regulations. As of September 30, 2020, Washington Federal Bank has 234 branches located in Washington, Oregon, Idaho, Arizona, Utah, Nevada, New Mexico and Texas. Through the Bank's subsidiaries, the Company is also engaged in insurance brokerage activities.

The principal sources of funds for the Company's activities are retained earnings, loan repayments, net deposit inflows, repayments and sales of investments and borrowings. Washington Federal's principal sources of revenue are interest on loans and interest and dividends on investments. Its principal expenses are interest paid on deposits, credit costs, general and administrative expenses, interest on borrowings and income taxes.

The Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency ("OCC"), its primary federal regulator, the Consumer Financial Protection Bureau ("CFPB") and the Federal Deposit Insurance Corporation ("FDIC"), which insures its deposits up to applicable limits. The Company, as a bank holding company, is subject to extensive regulation, supervision and examination by the Board of Governors of the Federal Reserve System (" Federal Reserve").

The regulatory structure gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities. Any change in such regulation, whether by the OCC, the FDIC, the Federal Reserve, the CFPB or the U.S. Congress, could have a significant impact on the Company and its operations. See “Regulation” section below.

A summary of the Company’s principal sources of revenue and expenses by average balances over the past three fiscal years is below:



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Average Statements of Financial Condition
 Year Ended September 30,
 202020192018
 Average
Balance
InterestAverage
Rate
Average
Balance
InterestAverage
Rate
Average
Balance
InterestAverage
Rate
 ($ in thousands)
Assets
Loans receivable (1)$12,266,430 $545,708 4.44 %$11,814,480 $568,096 4.81 %$11,202,129 $515,807 4.60 %
Mortgage-backed securities2,060,804 49,312 2.39 2,554,653 74,485 2.92 2,543,796 70,407 2.77 
Cash and other investment securities (2)1,587,602 20,112 1.26 699,340 22,290 3.19 584,145 15,456 2.65 
FHLB & FRB stock135,294 6,133 4.52 135,346 6,595 4.87 129,382 5,413 4.18 
Total interest-earning assets16,050,130 621,265 3.86 %15,203,819 671,466 4.42 %14,459,452 607,083 4.20 %
Other assets1,254,061 1,160,302 1,155,819 
Total assets$17,304,191 $16,364,121 $15,615,271 
Liabilities and Shareholders’ Equity
Interest-bearing customer accounts$10,647,044 100,312 0.94 %$10,198,032 122,216 1.20 %$9,700,000 72,492 0.75 %
FHLB advances2,532,596 51,445 2.03 2,533,890 68,190 2.69 2,384,795 62,452 2.62 
Other borrowings19 — 0.46 — — — — — — 
Total interest-bearing liabilities13,179,659 151,757 1.15 %12,731,922 190,406 1.50 %12,084,795 134,944 1.12 %
Noninterest-bearing customer accounts1,870,032 1,465,110 1,368,461 
Other liabilities244,203 156,557 155,950 
Total liabilities15,293,894 14,353,589 13,609,206 
Shareholders’ equity2,010,297 2,010,532 2,006,065 
Total liabilities and shareholders’ equity$17,304,191 $16,364,121 $15,615,271 
Net interest income/interest rate spread$469,508 2.71 %$481,060 2.92 %$472,139 3.08 %
Net interest margin (3)2.93 %3.16 %3.27 %

   ___________________
(1)Interest income includes net amortization-accretion of deferred loan fees, costs, discounts and premiums of $25,060,000, $14,057,000 and $15,199,000 for year ended 2020, 2019 and 2018, respectively.
(2)Includes cash equivalents and non-mortgage backed security investments, such as U.S. agency obligations, mutual funds, corporate bonds, and municipal bonds.
(3)Net interest income divided by average interest-earning assets.


5


Lending Activities

General. The Company's net portfolio of loans totaled $12,792,317,000 at September 30, 2020 and represents 68.1% of total assets. Lending activities include the origination of loans secured by real estate, including long-term fixed-rate and adjustable-rate mortgage loans, adjustable-rate construction loans, adjustable-rate land development loans, fixed-rate and adjustable-rate multi-family loans, fixed-rate and adjustable-rate commercial real estate loans and fixed-rate and adjustable-rate business loans.

The following table is a summary of loans receivable by loan portfolio segment and class.

 September 30, 2020September 30, 2019September 30, 2018September 30, 2017September 30, 2016
 ($ in thousands)
Gross loans by category
Commercial loans
   Multi-family$1,538,762 10.6 %$1,422,674 10.7 %$1,385,125 10.8 %$1,303,148 10.7 %$1,124,290 10.3 %
   Commercial real estate1,895,086 13.1 1,631,170 12.3 1,452,168 11.3 1,434,610 11.8 1,093,639 10.0 
   Commercial & industrial2,132,160 14.7 1,268,695 9.5 1,140,874 8.9 1,093,360 9.0 978,589 8.9 
   Construction2,403,276 16.6 2,038,052 15.3 1,890,668 14.7 1,597,996 13.1 1,110,411 10.1 
   Land - acquisition & development193,745 1.3 204,107 1.5 155,204 1.2 124,308 1.0 118,497 1.1 
 Total commercial loans8,163,029 56.3 6,564,698 49.3 6,024,039 46.9 5,553,422 45.5 4,425,426 40.4 
Consumer loans
 Single-family residential5,304,689 36.7 5,835,194 43.8 5,798,966 45.1 5,711,004 46.8 5,658,830 51.7 
 Construction - custom674,879 4.7 540,741 4.1 624,479 4.9 602,631 4.9 473,069 4.3 
 Land - consumer lot loans102,263 0.7 99,694 0.7 102,036 0.8 104,405 0.9 104,567 1.0 
   HELOC139,703 1.0 142,178 1.1 130,852 1.0 144,850 1.2 149,716 1.4 
   Consumer83,159 0.6 129,883 1.0 173,306 1.3 85,075 0.7 139,000 1.3 
 Total consumer loans6,304,693 43.7 6,747,690 50.7 6,829,639 53.1 6,647,965 54.5 6,525,182 59.6 
Total gross loans14,467,722 100 %13,312,388 100 %12,853,678 100 %12,201,387 100 %10,950,608 100 %
   Less:
      Allowance for credit losses166,955 131,534 129,257 123,073 113,494 
      Loans in process1,456,072 1,201,341 1,195,506 1,149,934 879,484 
      Net deferred fees, costs and discounts52,378 48,938 51,834 45,758 46,710 
Total loan contra accounts1,675,405 1,381,813 1,376,597 1,318,765 1,039,688 
Net loans$12,792,317 $11,930,575 $11,477,081 $10,882,622 $9,910,920 

 
6



The following table summarizes the Company’s loan portfolio, due for the periods indicated based on contractual terms to maturity or repricing.
 
September 30, 2020TotalLess than
1 Year
1 to 5
Years
After 5
Years
 (In thousands)
Commercial loans
  Multi-family$1,538,240 $352,327 $831,188 $354,725 
  Commercial real estate1,884,688 863,985 605,022 415,681 
  Commercial & industrial2,115,513 907,789 930,666 277,058 
  Construction1,352,414 1,136,378 57,745 158,291 
  Land - acquisition & development153,571 146,271 4,079 3,221 
    Total commercial loans7,044,426 3,406,750 2,428,700 1,208,976 
Consumer loans
  Single-family residential5,293,962 149,998 138,240 5,005,724 
  Construction - custom295,953 1,376 — 294,577 
  Land - consumer lot loans101,394 8,971 23,824 68,599 
  HELOC140,222 139,700 320 202 
  Consumer83,315 14,148 15,597 53,570 
    Total consumer loans5,914,846 314,193 177,981 5,422,672 
$12,959,272 $3,720,943 $2,606,681 $6,631,648 

The contractual loan payment period for residential mortgage loans originated by the Company normally ranges from 15 to 30 years. Experience during recent years has indicated that, because of prepayments in connection with refinancing and sales of property, residential loans typically have a weighted average life of four to ten years.

The following summary breaks down the Company's fixed rate and adjustable rate loans by contractual time to maturity or to rate adjustment.
September 30, 2020
Fixed-RateAdjustable-Rate
Term To MaturityLoans ReceivableTerm To Rate AdjustmentLoans Receivable
 (In thousands) (In thousands)
Within 1 year$128,254 Less than 1 year$3,592,689 
1 to 3 years1,179,316 1 to 3 years440,980 
3 to 5 years398,019 3 to 5 years588,366 
5 to 10 years1,044,581 5 to 10 years46,473 
10 to 20 years983,856 10 to 20 years25,190 
Over 20 years4,517,836 Over 20 years13,712 
$8,251,862 $4,707,410 


7


The following tables provide information regarding loans receivable by loan class and geography.
 
September 30, 2020Multi-
family
Commercial
Real Estate
Commercial
and Industrial
ConstructionLand -
A & D
Single -
Family
Residential
Construction -
custom
Land -
Lot Loans
ConsumerHELOCTotal
 (In thousands)
Washington$309,785 $494,741 $898,260 $244,531 $62,047 $2,774,254 $173,708 $59,520 $56,282 $77,523 $5,150,651 
Oregon395,308 359,664 435,239 339,949 45,290 687,876 31,374 11,914 899 18,378 2,325,891 
Arizona425,753 223,529 131,669 172,890 6,648 510,413 22,146 14,647 845 13,618 1,522,158 
Utah88,105 69,412 43,441 149,672 — 459,402 29,754 3,360 2,029 7,341 852,516 
Texas110,024 273,118 270,302 256,869 2,351 136,420 2,810 330 208 904 1,053,336 
New Mexico163,548 197,790 72,762 39,344 24,439 189,643 12,820 1,821 1,142 10,122 713,431 
Idaho39,199 105,435 51,000 72,898 12,796 303,719 16,854 6,675 78 9,085 617,739 
Nevada6,400 121,576 51,717 45,222 — 203,375 6,487 3,119 44 3,251 441,191 
Other118 39,423 161,123 31,039 — 28,860 — 8 21,788 — 282,359 
$1,538,240 $1,884,688 $2,115,513 $1,352,414 $153,571 $5,293,962 $295,953 $101,394 $83,315 $140,222 $12,959,272 

Percentage by geographic area
September 30, 2020Multi-
family
Commercial
Real Estate
Commercial
and Industrial
ConstructionLand -
A & D
Single -
Family
Residential
Construction -
custom
Land -
Lot Loans
ConsumerHELOCTotal
 As % of total gross loans
Washington2.4 %3.9 %6.9 %1.9 %0.5 %21.5 %1.4 %0.5 %0.4 %0.6 %40.0 %
Oregon3.1 2.8 3.4 2.6 0.3 5.3 0.2 0.1 — 0.1 17.9 
Arizona3.3 1.7 1.0 1.3 0.1 3.9 0.2 0.1 — 0.1 11.7 
Utah0.7 0.5 0.3 1.2 — 3.5 0.2 — — 0.1 6.5 
Texas0.8 2.1 2.1 2.0 — 1.1 — — — — 8.1 
New Mexico1.3 1.5 0.6 0.3 0.2 1.5 0.1 — — 0.1 5.6 
Idaho0.3 0.8 0.4 0.6 0.1 2.3 0.1 0.1 — 0.1 4.8 
Nevada— 0.9 0.4 0.3 — 1.6 0.1 — — — 3.3 
Other— 0.3 1.2 0.2 — 0.2 — — 0.2 — 2.1 
11.9 %14.5 %16.3 %10.4 %1.2 %40.9 %2.3 %0.8 %0.6 %1.1 %100 %

Percentage by geographic area as a % of each loan type
September 30, 2020Multi-
family
Commercial
Real Estate
Commercial
and Industrial
ConstructionLand -
A & D
Single -
Family
Residential
Construction -
custom
Land -
Lot Loans
ConsumerHELOC
As % of total gross loans
Washington20.2 %26.2 %42.5 %18.1 %40.4 %52.4 %58.7 %58.7 %67.5 %55.3 %
Oregon25.7 19.1 20.6 25.1 29.5 13.0 10.6 11.8 1.1 13.1 
Arizona27.7 11.9 6.2 12.8 4.3 9.6 7.5 14.4 1.0 9.7 
Utah5.7 3.7 2.1 11.1 — 8.7 10.1 3.3 2.4 5.2 
Texas7.2 14.5 12.8 19.0 1.5 2.6 0.9 0.3 0.2 0.7 
New Mexico10.6 10.5 3.4 2.9 15.9 3.6 4.3 1.8 1.4 7.2 
Idaho2.5 5.6 2.4 5.4 8.4 5.7 5.7 6.6 0.1 6.5 
Nevada0.4 6.4 2.4 3.3 — 3.8 2.2 3.1 0.1 2.3 
Other— 2.1 7.6 2.3 — 0.6 — — 26.2 — 
100 %100 %100 %100 %100 %100 %100 %100 %100 %100 %


Lending Programs and Policies. The Bank's lending activities include commercial and consumer loans, including the following loan categories.
Multi-family residential loans. Multi-family residential (five or more dwelling units) loans generally are secured by multi-family rental properties, such as apartment buildings. In underwriting multi-family residential loans, the Bank considers a number of factors, which include the projected net cash flow to the loan's debt service requirement, the age and condition of the collateral, the
8


financial resources and income level of the borrower and the borrower's experience in owning or managing similar properties. Multi-family residential loans are originated in amounts up to 80% of the appraised value of the property securing the loan.
Loans secured by multi-family residential real estate generally involve different credit risk than single-family residential loans and carry larger loan balances. This different credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income-producing properties, the primary source of cash flow for repayment being spread across multiple tenants and the increased difficulty of evaluating and monitoring these types of loans. Repayment of loans secured by multi-family mortgages typically depends upon the successful operation of the related real estate property. If the cash flow from the project is reduced, the borrower's ability to repay the loan may be impaired. The Bank seeks to minimize these risks through its underwriting policies, which require such loans to be qualified at origination on the basis of the property's income and debt service ratio.
It is the Bank's policy to obtain title insurance ensuring that it has a valid first lien on the mortgaged real estate serving as collateral for the loan. Borrowers must also obtain hazard insurance prior to closing and, when required by regulation, flood insurance. Borrowers may be required to advance funds on a monthly basis, together with each payment of principal and interest, to a mortgage escrow account from which the Bank makes disbursements for items such as real estate taxes, hazard insurance premiums and private mortgage insurance premiums when due.
Commercial and industrial loans. The Bank makes various types of business loans to customers in its market area for working capital, acquiring real estate, equipment or other business purposes, such as acquisitions. The terms of these loans generally range from less than one year to a maximum of ten years. The loans are either negotiated on a fixed-rate basis or carry adjustable interest rates indexed to the LIBOR rate, prime rate or another market rate. In most cases, these loan agreements include language that will provide for a replacement for LIBOR as the index rate.
 
Commercial loans are made based upon assessment of the borrower's ability and willingness to repay along with an evaluation of secondary repayment sources such as the value and marketability of collateral. Most such loans are extended to closely held businesses and the personal guaranty of the principals is usually obtained. Commercial loans have a relatively high risk of default compared to residential real estate loans. Pricing of commercial loans is based on the credit risk of the borrower with consideration given to the overall relationship of the borrower, including deposits. The acquisition of business deposits is an important focus of this business line. The Bank provides a full line of treasury management products to support the depository needs of its clients.

The Company also participated in the Small Business Administration’s Paycheck Protection Program and made various business loans pursuant to this.
Construction loans. The Bank originates construction loans to finance construction of single-family and multi-family residences as well as commercial properties. Loans made to builders are generally tied to an interest rate index and normally have maturities of two years or less or are structured such that they convert to a permanent loan after the completion of construction or stabilization of the property. Loans made to individuals for construction of their home generally are 30 year fixed rate loans. The Bank's policies provide that for residential construction loans, loans may be made for 85% or less of the appraised value of the property upon completion. As a result of activity over the past four decades, the Bank believes that builders of single-family residences in its primary market areas consider the Bank to be a construction lender of choice. Because of this history, the Bank has developed a staff with in-depth land development and construction experience and working relationships with selected builders based on their operating histories and financial stability.
Construction lending involves a higher level of risk than single-family residential lending due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions in the home building industry. Moreover, a construction loan can involve additional risks because of the complexities of completing the construction, the inherent difficulty in estimating both the estimated cost (including interest) of the project and the property's value at completion of the project.
Land development loans. The Bank's land development loans are of a short-term nature and are generally made for 75% or less of the appraised value of the unimproved property. Funds are disbursed periodically at various stages of completion as authorized by the Company's personnel. The interest rate on these loans typically adjust daily or monthly in accordance with a designated index.
Land development loans involve a higher degree of credit risk than long-term financing on owner-occupied real estate. Mitigation of risk of loss on a land development loan is dependent largely upon the accuracy of the initial estimate of the property's value at completion of development compared to the estimated cost (including interest) of development and the financial strength of the borrower.
Permanent land loans. The Bank's permanent land loans (also called consumer lot loans) are generally made on improved land, with the intent of building a primary or secondary residence. These loans are limited to 80% or less of the appraised value of the property, up to a maximum loan amount of $350,000. The interest rate on permanent land loans is generally fixed for 20 years.
9


Single-family residential loans. The Bank primarily originates 30 year fixed-rate mortgage loans secured by single-family residences. Moreover, it is the Bank's general policy to include in the documentation evidencing its conventional mortgage loans a due-on-sale clause, which facilitates adjustment of interest rates on such loans when the property securing the loan is sold or transferred.
All of the Bank's mortgage lending is subject to written, nondiscriminatory underwriting standards, loan origination procedures and lending policies approved by the Company's Board of Directors (the "Board"). Property valuations are required on all real estate loans. Appraisals are prepared by independent appraisers, reviewed by staff of the Bank, and approved by the Bank's management. Property evaluations are sometimes utilized in lieu of appraisals on single-family real estate loans of $250,000 or less and are reviewed by the Bank's staff. Detailed loan applications are obtained to determine the borrower's ability to repay and the more significant items on these applications are verified through the use of credit reports, financial statements or written confirmations.
Depending on the size of the loan involved, a varying number of officers of the Bank must approve the loan application before the loan can be granted. Federal guidelines limit the amount of a real estate loan made to a specified percentage of the value of the property securing the loan, as determined by an evaluation at the time the loan is originated. This is referred to as the loan-to-value ratio. The Board sets the maximum loan-to-value ratios for each type of real estate loan offered by the Bank.
When establishing general reserves for loans with loan-to-value ratios exceeding 80% that are not insured by private mortgage insurance, the Bank considers the additional risk inherent in these products, as well as their relative loan loss experience, and provides reserves when deemed appropriate. The total balance for loans with loan-to-value ratios exceeding 80% at origination as of September 30, 2020, was $314,242,000, with allocated reserves of $10,123,000.
Consumer loans. The Bank's non-mortgage consumer loan portfolio consists of prime quality student loans acquired from an independent financial investment firm that retains 1% of each loan, plus various other non-mortgage consumer loans including personal lines of credit.

Home equity loans. The Bank extends revolving lines of credit to consumers that are secured by a first or second mortgage on a single family residence. The interest rate on these loans adjusts monthly indexed to prime. Total loan-to-value ratios when combined with any underlying first liens held by the Bank are limited to 85% or less. Total loan-to-value ratios are limited to 80% or less when underlying first liens are held by any other investor. Loan terms are a ten year draw period followed by a fifteen year amortization period.
Origination and Purchase of Loans. The Bank has general authority to lend anywhere in the United States; however, its primary lending areas are within the states of Washington, Oregon, Idaho, Arizona, Utah, Nevada, New Mexico and Texas. Loan originations come from a variety of sources. Residential loan originations result from referrals from real estate brokers, walk-in customers, purchasers of property in connection with builder projects that are financed by the Bank, mortgage brokers and refinance activity for existing customers. Business purpose loans are obtained primarily by direct solicitation of borrowers and ongoing relationships.

The Bank also purchases loans and mortgage-backed securities when lending rates and mortgage volume for new loan originations in its market area do not fulfill its needs.

The table below shows the Company's total loan origination, purchase and repayment activities.

10


Twelve Months Ended September 30,20202019201820172016
 (In thousands)
Loans originated (1):
Commercial loans
Multi-family$403,118 $210,589 $272,046 $299,359 $361,261 
Commercial Real Estate466,322 343,172 274,242 443,687 353,265 
Commercial & Industrial2,168,908 1,020,296 869,337 931,840 1,051,950 
Construction1,457,602 1,271,167 1,068,443 1,081,464 900,649 
Land – Acquisition & Development88,379 123,758 85,208 79,876 59,511 
          Total commercial loans4,584,329 2,968,982 2,569,276 2,836,226 2,726,636 
Consumer loans
Single-family residential910,571 547,057 621,431 757,116 692,575 
Construction – custom576,342 457,328 523,951 530,435 421,816 
Land – Consumer Lot Loans51,678 37,125 33,820 39,151 29,661 
HELOC93,285 101,399 82,508 72,913 74,538 
Consumer4,395 8,580 3,008 3,137 3,308 
          Total consumer loans1,636,271 1,151,489 1,264,718 1,402,752 1,221,898 
Total loans originated6,220,600 4,120,471 3,833,994 4,238,978 3,948,534 
Loans purchased15,456 — 143,605 72,856 105,420 
Loan principal repayments(5,096,622)(3,638,622)(3,335,896)(3,099,851)(2,935,167)
Net change in loans in process, discounts, etc. (2)
(277,692)(28,355)(47,244)(240,281)(378,501)
Net loan activity increase (decrease)$861,742 $453,494 $594,459 $971,702 $740,286 
Beginning balance$11,930,575 $11,477,081 $10,882,622 $9,910,920 $9,170,634 
Ending balance$12,792,317 $11,930,575 $11,477,081 $10,882,622 $9,910,920 
 ___________________
(1)Includes undisbursed loan in process.
(2)Includes non-cash transactions.

Interest Rates, Loan Fees and Service Charges. Interest rates charged by the Bank on mortgage loans are primarily determined by the competitive loan rates offered in its lending areas and in the secondary market. Mortgage loan rates reflect factors such as general interest rates, the supply of money available to the industry and the demand for such loans. General economic conditions, the regulatory programs and policies of federal and state agencies, including the FRB’s monetary policies, changes in tax laws and governmental budgetary programs influence these factors.
The Bank receives fees for originating loans in addition to various fees and charges related to existing loans, including prepayment charges, late charges and assumption fees. In making one-to-four- family home mortgage loans, the Bank normally charges an origination fee and as part of the loan application, the borrower pays the Bank for out-of-pocket costs, such as the appraisal fee, whether or not the borrower closes the loan. The interest rate charged is normally the prevailing rate at the time the loan application is approved and accepted. In the case of construction loans, the Bank normally charges an origination fee. Loan origination fees and other terms of multi-family residential loans are individually negotiated.
Non-Performing Assets. When a borrower violates a condition of a loan, the Bank attempts to cure the default by contacting the borrower. In most cases, defaults are cured promptly. If the default is not cured within an appropriate time frame, typically 90 days, the Bank may institute appropriate action to collect the loan, such as making demand for payment or initiating foreclosure proceedings on the collateral. If foreclosure occurs, the collateral will typically be sold at public auction and may be purchased by the Bank.
Loans are placed on nonaccrual status when, in the judgment of management, the probability of collecting interest or principal is deemed to be insufficient to warrant further accrual. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. The Bank does not accrue interest on loans 90 days past due or more. See Note A to the Consolidated Financial Statements included in Item 8 hereof for additional information.
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The Bank will consider modifying the interest rate and terms of a loan if it determines that a modification is deemed to be the best option available for collection in full or to minimize the loss to the Bank. Most loans restructured in troubled debt restructurings ("TDRs") are accruing and performing loans where the borrower has proactively approached the Bank about a modification due to temporary financial difficulties. Each request is individually evaluated for merit and likelihood of success. The modification of 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. Principal forgiveness generally is not an available option for restructured loans. As of September 30, 2020, single-family residential loans comprised 93.6% of restructured loans. The Bank reserves for restructured loans within its pool based general reserve methodology, except in instances where management considers it appropriate to evaluate individually.
Real estate acquired by foreclosure or deed-in-lieu thereof (“REO” or “Real Estate Owned”) is classified as real estate held for sale. When property is acquired, it is recorded at the fair market value less estimated selling costs at the date of acquisition. Interest accrual ceases on the date of acquisition and all costs incurred in maintaining the property from that date forward are expensed as incurred. Costs incurred for the improvement or development of such property is capitalized. See Note A to the Consolidated Financial Statements included in Item 8 hereof for additional information.
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The following table sets forth information regarding the Company's restructured and non-accrual loans and REO.
 
September 30,20202019201820172016
 (In thousands)
Performing restructured loans$89,072 $116,659 $150,667 $202,272 $251,583 
Non-performing restructured loans2,336 5,018 6,191 5,105 9,948 
Total restructured loans91,408 121,677 156,858 207,377 261,531 
Non-accrual loans:
Commercial loans
Multi-family— — 27,643 27,930 33,148 
Commercial real estate3,771 5,835 2,427 — — 
Commercial & industrial329 1,292 — 91 — 
Construction1,669 — 920 296 58 
Land – acquisition & development— 169 787 605 510 
  Total commercial loans5,769 7,296 31,777 28,922 33,716 
Consumer loans
Single-family residential22,431 25,271 — 139 776 
Construction – custom— — 8,971 11,815 7,100 
Land – consumer lot loans243 246 14,394 8,082 583 
HELOC553 907 523 531 239 
Consumer60 11 21 91 — 
  Total consumer loans23,287 26,435 23,909 20,658 8,698 
Total non-accrual loans (1)29,056 33,731 55,686 49,580 42,414 
Real estate owned4,966 6,781 11,298 20,658 29,027 
Other property owned3,673 3,314 3,109 — — 
Total non-performing assets37,695 43,826 70,093 70,238 71,441 
Total non-performing assets and performing restructured loans$126,767 $160,485 $220,760 $272,510 $323,024 
Total non-performing assets and restructured loans as a percent of total assets0.67 %0.97 %1.39 %1.79 %2.17 %
Total non-performing assets to total assets0.20 %0.27 %0.44 %0.46 %0.48 %
 ___________________
(1)     For the year ended September 30, 2020, the Company recognized $3,748,000 in interest income on cash payments received from borrowers on non-accrual loans. The Company would have recognized interest income of $1,329,000 for the same period had these loans performed according to their original contract terms. The recognized interest income may include more than twelve months of interest for some of the non-accrual loans that were brought current or paid off. In addition to the non-accrual loans reflected in the above table, the Company had $379,569,000 of loans that were less than 90 days delinquent at September 30, 2020 but were classified as substandard for one or more reasons. If these loans were deemed non-performing, the Company's ratio of total non-performing assets and performing restructured loans as a percent of total assets would have increased to 2.69% at September 30, 2020. For a discussion of the Company's policy for placing loans on nonaccrual status, see Note A to the Consolidated Financial Statements included in Item 8 hereof.

Allowance for Credit Losses. The Company maintains an allowance for credit losses ("ACL") for the expected credit losses over the contractual life of the loan portfolio as well as unfunded loan commitments. The amount of ACL is based on ongoing, quarterly assessments by management.

The ACL consists of the allowance for credit losses and the reserve for unfunded commitments. The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. We then consider whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period that historical experience was based
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for each loan type, for example, the impact of COVID-19 and related economic uncertainty surrounding the pandemic. Finally, we consider forecasts about future economic conditions or changes in collateral values that are reasonable and supportable.

Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its ACL. The Company has designated two loan portfolio segments, commercial loans and consumer loans. These loan portfolio segments are further disaggregated into classes, which represent loans of similar type, risk characteristics, and methods for monitoring and assessing credit risk. The commercial loan portfolio segment is disaggregated into five classes: multi-family, commercial real estate, commercial and industrial, construction, and land acquisition and development. The risk of loss for the commercial loan portfolio segment is generally most indicated by the credit risk rating assigned to each borrower. Commercial loan risk ratings are determined by experienced senior credit officers based on specific facts and circumstances and are subject to periodic review by an independent internal team of credit specialists. The consumer loan portfolio segment is disaggregated into five classes: single-family-residential mortgage, custom construction, consumer lot loans, home equity lines of credit, and other consumer. The risk of loss for the consumer loan portfolio segment is generally most indicated by delinquency status and general economic factors. Each commercial and consumer loan portfolio class may also be further segmented based on risk characteristics.

For most of our loan portfolio classes, the historical loss experience is determined using a cohort methodology. This method pools loans into groups (“cohorts”) sharing similar risk characteristics and tracks each cohort’s net charge-offs over the lives of the loans to calculate a historical loss rate. The historical loss rates for each cohort are then averaged to calculate an overall historical loss rate which is applied to the current loan balance to arrive at the quantitative baseline portion of the allowance for credit losses for the respective loan portfolio class. For certain loan portfolio classes, the Company determined there was not sufficient historical loss information to calculate a meaningful historical loss rate using the cohort methodology. For any such loan portfolio class, the weighted-average remaining maturity (“WARM”) methodology is being utilized until sufficient historical loss data is obtained. The WARM method multiplies an average annual loss rate by the expected remaining life of the loan pool to arrive at the quantitative baseline portion of the allowance for credit losses for the respective loan portfolio class.

The Company also considers qualitative adjustments to the historical loss rate for each loan portfolio class. The qualitative adjustments for each loan class are split into two components: 1) asset or class specific risk characteristics or current conditions at the reporting date related to portfolio credit quality, remaining payments, volume and nature, credit culture and management, business environment or other management factors as compared to the periods for which historical loss experience was used to arrive at the quantitative portion of the ACL and 2) reasonable and supportable forecast of future economic conditions and collateral values.

The Company performs a quarterly asset quality review which includes a review of forecasted gross charge-offs and recoveries, nonperforming assets, criticized loans, risk rating migration, delinquencies, etc. The asset quality review is performed by management and the results are used to consider a qualitative overlay to the quantitative baseline. The second qualitative adjustment noted above, economic conditions and collateral values, encompasses a one-year reasonable and supportable forecast period. The overlay adjustment for the reasonable and supportable forecast assumes an immediate reversion after the one-year forecast period to historical loss rates for the remaining life of the respective loan pool.

When management deems it to be appropriate, the Company establishes a specific reserve for individually evaluated loans that do not share similar risk characteristics with the loans included in each respective loan pool. These individually evaluated loans are removed from their respective pools and typically represent collateral dependent loans but may also include other non-performing loans or troubled debt restructurings (“TDRs”). In addition, the Company individually evaluates “reasonably expected” TDRs, which are identified by the Company as a loan expected to be classified as a TDR within the next six months. Management judgment is utilized to make this determination.

The reserve for unfunded commitments represents the expected lifetime credit losses on off-balance sheet obligations such as commitments to extend credit and standby letters of credit. However, a liability is not recognized for commitments that are unconditionally cancellable by the Company. The reserve for unfunded commitments is determined by estimating future draws, including the effects of risk mitigation actions, and applying the expected loss rates on those draws. Loss rates are estimated by utilizing the same loss rates calculated for the allowance for credit losses related to the respective loan portfolio class. Unfunded commitments tend to vary depending on the Company's loan mix and the proportionate share of commercial loans.
The recovery of the carrying value of loans is susceptible to future market conditions beyond the Company's control, which may result in losses or recoveries differing from those estimated.
The following table provides detail regarding the Company's allowance for credit losses.
 
14


Twelve Months Ended September 30,20202019201820172016
 (In thousands)
Beginning balance$131,534 $129,257 $123,073 $113,494 $106,829 
Charge-offs:
Commercial loans
Multi-Family— — — — — 
Commercial Real Estate111 428 36 11 103 
Commercial & Industrial Loans4,196 5,782 3,574 173 941 
Construction— — — — — 
Land – Acquisition & Development11 107 13 280 42 
   Total commercial loans4,318 6,317 3,623 464 1,086 
Consumer loans
Single-Family Residential131 268 1,142 1,229 3,106 
Construction – Custom— 1,973 50 16 60 
Land – Consumer Lot Loans237 804 67 17 732 
HELOC— 1,086 668 90 54 
Consumer1,069 1,028 382 884 962 
   Total consumer loans1,437 5,159 2,309 2,236 4,914 
5,755 11,476 5,932 2,700 6,000 
Recoveries:
Commercial loans
Multi-Family498 — — — — 
Commercial Real Estate2,447 1,102 189 1,684 1,812 
Commercial & Industrial Loans443 3,443 714 1,833 2,933 
Construction188 99 — — 745 
Land – Acquisition & Development2,070 7,457 14,223 11,038 8,220 
   Total commercial loans5,646 12,101 15,126 14,555 13,710 
Consumer loans
Single-Family Residential1,394 1,020 757 653 3,251 
Construction – Custom— — — — 60 
Land – Consumer Lot Loans639 719 35 481 5 
HELOC95 46 71 21 21 
Consumer1,252 1,167 993 1,297 2,018 
   Total consumer loans3,380 2,952 1,856 2,452 5,355 
9,026 15,053 16,982 17,007 19,065 
Net charge-offs (recoveries)(3,271)(3,577)(11,050)(14,307)(13,065)
ASC 326 Adoption Impact17,750 — — — — 
Provision (release) for loan losses and transfers14,400 (1,300)(4,866)(4,728)(6,400)
Ending balance (1)$166,955 $131,534 $129,257 $123,073 $113,494 
Ratio of net charge-offs (recoveries) to average loans outstanding(0.03)%(0.03)%(0.10)%(0.14)%(0.14)%
 __________________
(1) This does not include a reserve for unfunded commitments of $25,000,000, $6,900,000, $7,250,000, $7,750,000 and $3,235,000 as of September 30, 2020, 2019, 2018, 2017 and 2016 respectively.


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The following table sets forth the amount of the Company’s allowance for loan losses by loan class.
 
September 30,20202019201820172016
 AllowanceLoans to Total Loans (1)Coverage Ratio (2)AllowanceLoans to Total Loans (1)Coverage Ratio (2)AllowanceLoans to Total Loans (1)Coverage Ratio (2)AllowanceLoans to Total Loans (1)Coverage Ratio (2)AllowanceLoans to Total Loans (1)Coverage Ratio (2)
 ($ in thousands)
Commercial loans
Multi-family$13,853 11.8 %0.9 %$7,391 11.7 %0.5 %$8,329 11.9 %0.6 %$7,862 11.8 %0.6 %$6,925 10.3 %0.6 %
Commercial real estate22,516 14.4 1.2 13,170 13.5 0.8 11,852 12.5 0.8 11,818 12.8 0.8 8,588 10.0 0.9 
Commercial & industrial38,665 16.5 1.8 31,450 10.5 2.5 28,702 9.8 2.5 28,524 9.9 2.6 28,008 8.9 2.9 
Construction24,156 10.5 1.8 32,304 9.6 2.8 31,317 9.1 3.0 24,556 7.2 3.1 19,838 10.1 4.0 
Land – acquisition & development10,733 1.2 7.0 9,155 1.3 5.7 7,978 1.1 6.5 6,829 1.0 6.5 6,023 1.1 6.6 
   Total commercial loans109,923 93,470 88,178 79,589 69,382 
Consumer loans
Single-family residential45,186 40.8 0.9 30,988 48.2 0.5 33,033 49.7 0.6 36,892 51.8 0.6 37,796 51.5 0.7 
Construction – custom3,555 2.3 1.2 1,369 2.1 0.5 1,842 2.5 0.6 1,944 2.5 0.7 1,080 4.3 0.5 
Land – consumer lot loans2,729 0.8 2.7 2,143 0.8 2.2 2,164 0.8 2.2 2,649 0.9 2.7 2,535 1.0 2.7 
HELOC2,571 1.1 1.8 1,103 1.2 0.8 781 1.1 0.6 855 1.3 0.6 813 1.3 0.6 
Consumer2,991 0.6 3.6 2,461 1.1 1.9 3,259 1.5 1.9 1,144 0.8 1.4 1,888 1.3 1.4 
   Total consumer loans57,032 38,064 41,079 43,484 44,112 
       Covered loans— — — — — — — — — 0.2 
Total allowance for loan losses (3)$166,955 100 %$131,534 100 %$129,257 100 %$123,073 100 %$113,494 100 %
 ___________________
(1)Represents the loans receivable for each respective loan class as a % of total loans receivable.
(2)Represents the allowance for each respective loan class as a % of loans receivable for that same loan class.
(3)This does not include a reserve for unfunded commitments of $25,000,000, $6,900,000, $7,250,000, $7,750,000 and $3,235,000 as of September 30, 2020, 2019, 2018, 2017 and 2016, respectively.

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Investment Activities
As a national association, the Bank is obligated to maintain adequate liquidity and does so by holding cash and cash equivalents and by investing in securities. These investments may include, among other things, certain certificates of deposit, repurchase agreements, bankers’ acceptances, loans to financial institutions whose deposits are federally-insured, federal funds, United States government and agency obligations and mortgage-backed securities.
The following table sets forth the composition of the Company’s investment portfolio. 

September 30,202020192018
 Amortized
Cost
Fair ValueAmortized
Cost
Fair ValueAmortized
Cost
Fair Value
 (In thousands)
U.S. government and agency securities$18,448 $18,824 $21,049 $21,088 $22,592 $21,386 
Asset-backed securities944,778 936,917 251,305 249,690 186,379 185,907 
Equity securities— — — — 500 488 
Corporate debt securities279,655 287,184 206,834 209,763 183,727 184,695 
Municipal bonds37,505 38,315 21,733 22,642 21,721 22,978 
Agency pass-through certificates1,628,647 1,688,768 2,385,630 2,430,647 2,518,512 2,429,783 
Commercial MBS6,904 6,852 15,000 15,007 18,460 18,490 
$2,915,937 $2,976,860 $2,901,551 $2,948,837 $2,951,891 $2,863,727 

The table below shows the investment portfolio categorized by maturity band. 

September 30, 2020Amortized
Cost
Weighted Average Yield
 ($ in thousands)
Due in less than 1 year$54,209 1.22 %
Due after 1 year through 5 years149,981 1.61 
Due after 5 years through 10 years153,894 1.40 
Due after 10 years2,557,853 2.36 
$2,915,937 2.25 %

Sources of Funds

General. Deposits are the primary source of the Bank’s funds for use in lending and other general business purposes. In addition to deposits, the Bank derives funds from loan repayments, advances from the FHLB, other borrowings, and from investment repayments and sales. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows are influenced by general interest rates, money market conditions, the availability of FDIC insurance and the market perception of the Company’s financial stability. Borrowings may be used on a short-term basis to compensate for reductions in normal sources of funds, such as deposit inflows at lower than projected levels. Borrowings may also be used on a longer-term basis to support expanded activities and to manage interest rate risk. Borrowings availability is influenced by interest rates, market conditions, availability of collateral and the market's perception of the Bank's financial stability.

Deposits. The Bank relies on a mix of deposit types, including business and personal checking accounts, term certificates of deposit, and other savings deposit alternatives that have no fixed term, such as money market accounts and passbook savings accounts. The Bank offers several consumer checking account products, both interest bearing and non-interest bearing and three business checking accounts, two of which target small businesses with relatively simple and straightforward banking needs and one for larger, more complex business depositors with an account that prices monthly based on the volume and type of activity. Savings and money market accounts are offered to both businesses and consumers, with interest paid after certain threshold amounts are exceeded.
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Time deposits with a maturity of one year or less have penalties for premature withdrawal equal to 90 days of interest. When the maturity is greater than one year but less than four years, the penalty is 180 days of interest. When the maturity is greater than four years, the penalty is 365 days of interest. Early withdrawal penalty fee income for the years ended 2020, 2019 and 2018 amounted to $539,000, $895,000 and $756,000, respectively.

The Bank’s deposits are obtained primarily from residents of Washington, Oregon, Idaho, Arizona, Utah, Nevada, New Mexico and Texas. The Bank does not advertise for deposits outside of these states.

The following table sets forth certain information relating to the Company’s deposits.
 
September 30,202020192018
 AmountRateAmountRateAmountRate
 ($ in thousands)
Balance by interest rate:
Checking accounts$5,193,6470.13 %$3,605,9190.34 %$3,179,7460.28 %
Savings accounts872,087 0.11 753,573 0.13 836,501 0.11 
Money market accounts3,740,698 0.30 2,724,309 0.82 2,566,096 0.65 
9,806,432 7,083,801 6,582,343 
Fixed-rate time deposit accounts:
Under 1.00%920,220 21,281 629,589 
1.00% to 1.99%2,967,345 3,588,689 3,761,543 
2.00% to 2.99%85,533 1,294,889 413,671 
3.00% to 3.99%94 2,104 — 
3,973,192 4,906,963 4,804,803 
$13,779,624 $11,990,764 $11,387,146 

The following table sets forth, by various interest rate categories, the amount of fixed-rate time deposits that mature during the periods indicated. 
 Maturing in
September 30, 20201 to 3
Months
4 to 6
Months
7 to 12
Months
13 to 24
Months
25 to 36
Months
37 to 60
Months
Total
 (In thousands)
Fixed-rate time deposits:
Under 1.00%$61,721 $4,579 $606,141 $215,316 $— $32,464 $920,221 
1.00% to 1.99%1,176,463 1,277,345 502 281,986 111,204 119,844 2,967,344 
2.00% to 2.99%— 127 538 34,868 — 50,000 85,533 
3.00% to 3.99%— — — 94 — — 94 
Total$1,238,184 $1,282,051 $607,181 $532,264 $111,204 $202,308 $3,973,192 

Historically, a significant number of time deposit account holders roll over their balances into new time deposits of the same term at the Bank’s then current rate. To ensure a continuity of this trend, the Bank expects to continue to offer market rates of interest. The ability to retain maturing time deposits is difficult to project; however, the Bank believes that by competitively pricing these certificates, levels deemed appropriate by management can be achieved on a continuing basis.
At September 30, 2020, the Bank had $670,235,000 of time deposits in amounts of $250,000 or more outstanding, maturing as follows: $218,142,000 within 3 months; $188,373,000 over 3 months through 6 months; $78,014,000 over 6 months through 12 months; and $185,706,000 thereafter.


Borrowings. The Bank has a credit line with the Federal Home Loan Bank of Des Moines ("FHLB") for up to 45% of total assets, subject to availability of collateral. The Bank obtains advances from the FHLB upon the security of the FHLB capital stock it owns and certain of its loans, provided certain standards related to credit worthiness have been met. See “Regulation-
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Washington Federal-Federal Home Loan Bank System” below. Such advances are made pursuant to several different credit programs. Each credit program has its own interest rate and range of maturities, and the FHLB prescribes acceptable uses to which the advances pursuant to each program may be put, as well as limitations on the size of such advances. Depending on the program, such limitations are based either on a fixed percentage of assets or the Company's credit worthiness. FHLB advances have, from time to time, been available to meet seasonal and other withdrawals of savings accounts and to expand the Bank's lending program. The Bank had $2,700,000,000 of FHLB advances outstanding at September 30, 2020.
The Bank may need to borrow funds for short periods of time to meet day-to-day financing needs. In these instances, funds are borrowed from other financial institutions or the Federal Reserve, for periods generally ranging from one to seven days at the then current borrowing rate. At September 30, 2020, the Bank had no such short-term borrowings.
 
The following table presents additional information regarding the Company's borrowings.
 
Twelve Months Ended September 30,202020192018
 ($ in thousands)
FHLB advances:
Average balance outstanding$2,532,596 $2,533,890 $2,384,795 
Maximum amount outstanding at any month-end during the period3,050,000 2,665,000 2,620,000 
Weighted-average interest rate, net of cash flow hedges, during the period (1)2.03 %2.69 %2.62 %
__________________
(1)Interest expense divided by average daily balances.

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Other Ratios
The following table sets forth certain ratios related to the Company.
 
 Twelve Months Ended September 30,
 202020192018
Return on assets (1)1.00 %1.28 %1.31 %
Return on equity (2)8.63 10.46 10.16 
Average equity to average assets10.72 12.34 12.59 
Dividend payout ratio (3)38.34 30.11 27.47 
___________________
(1)Net income divided by average total assets.
(2)Net income divided by average equity.
(3)Dividends paid per share divided by net income per share.

Rate/Volume Analysis

The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the years indicated. 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 average 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.
 
 Twelve Months Ended September 30,
 2020 vs. 2019
Increase (Decrease) Due to
2019 vs. 2018
Increase (Decrease) Due to
2018 vs. 2017
Increase (Decrease) Due to
 VolumeRateTotalVolumeRateTotalVolumeRateTotal
 (In thousands)(In thousands)(In thousands)
Interest income:
Loan portfolio$21,197 $(43,585)$(22,388)$28,489 $23,800 $52,289 $36,820 $8,464 $45,284 
Mortgage-backed securities(13,094)(12,079)(25,173)298 3,780 4,078 (418)10,213 9,795 
Investments (1)19,566 (22,206)(2,640)3,878 4,138 8,016 (2,970)6,056 3,086 
All interest-earning assets27,669 (77,870)(50,201)32,665 31,718 64,383 33,432 24,733 58,165 
Interest expense:
Customer accounts9,781 (31,685)(21,904)3,992 45,732 49,724 2,371 18,098 20,469 
FHLB advances and other borrowings(35)(16,710)(16,745)4,020 1,718 5,738 6,160 (8,677)(2,517)
All interest-bearing liabilities9,746 (48,395)(38,649)8,012 47,450 55,462 8,531 9,421 17,952 
Change in net interest income$17,923 $(29,475)$(11,552)$24,653 $(15,732)$8,921 $24,901 $15,312 $40,213 
___________________
(1)Includes interest on cash equivalents and dividends on stock of the FHLB of Des Moines and FRB of San Francisco.

Interest Rate Risk

The primary source of income for the Company is net interest income, which is the difference between the interest income generated by interest-earning assets and the interest expense incurred for interest-bearing liabilities. The level of net interest income is a function of the average balance of interest-earning assets and interest-bearing liabilities and the difference between the yield on earning assets and the cost of interest-bearing liabilities. Both the pricing and mix of the Company's interest-earning assets and interest-bearing
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liabilities influence these factors. All else being equal, if the interest rates on the Company's interest-bearing liabilities increase at a faster pace than the interest rates on its interest-earning assets, the result would be a reduction in net interest income and with it, a reduction in net earnings.

The net interest margin is measured using the net interest income divided by average interest-earning assets for the period. The net interest margin decreased to 2.93% for the year ended September 30, 2020, from 3.16% for the year ended September 30, 2019. The yield on interest-earning assets decreased 56 basis points to 3.86% and the cost of interest-bearing liabilities decreased by 35 basis points to 1.15%. The lower yield on interest-earning assets is due primarily to the rapid drop in short-term rates by the Federal Reserve Bank in response to the COVID-19 pandemic which resulted in variable rate loans decreasing in yield and repayments of fixed rate loans with higher yields than newly originated loans, as well as prepayments of fixed rate mortgage-backed securities at higher rates than those on newly purchased mortgage-backed securities and other investments. The lower cost on interest-bearing liabilities is due primarily to the rapid drop in short-term rates by the Federal Reserve Bank discussed above which resulted in a drop in interest rates on customer deposits and short-term FHLB borrowings.

Interest rate risk arises in part due to the Bank's significant holdings of fixed-rate single-family home loans, which are longer-term than customer accounts that constitute its primary liabilities. Accordingly, assets do not usually respond as quickly to changes in interest rates as liabilities. In the absence of management action, net interest income can be expected to decline when interest rates rise and to expand when interest rates fall. Shortening the maturity or repricing of the investment portfolio is one action that management can take. The composition of the investment portfolio was 33.3% variable rate and 66.7% fixed rate as of September 30, 2020 to provide some protection against rising rates. In addition, the Bank is producing more commercial loans that have shorter terms and/or variable rates and has increased less rate sensitive transaction deposit accounts to 71.2% of the deposit portfolio.

The Company's balance sheet strategy, in conjunction with low operating costs, has allowed the Company to manage interest rate risk, within guidelines established by the Board, through all interest rate cycles. It is management's objective to grow the dollar amount of net interest income, through the rate cycles, acknowledging that there will be some periods of time when that will not be feasible. Cash and cash equivalents of $1,702,977,000 and shareholders' equity of $2,014,133,000 provide management with flexibility in managing interest rate risk.

The chart below shows the volatility of the Company's period end net interest spread (dotted line which is measured against the right axis) compared to the relatively consistent growth in net interest income (solid line which is measured against the left axis). As noted above, this consistency is accomplished by managing the size and composition of the balance sheet through different rate cycles.

wfsl-20200930_g4.jpg

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The following table shows the potential impact of rising interest rates on net income for one year. The Company's focus is primarily on the impact of rising rates, given the negative gap position which implies that generally when rates fall income should increase and when rates increase income is at risk to decrease (assuming no change in the size or composition of the balance sheet).
It is important to note that this is not a forecast or prediction of future events, but is used as a tool for measuring potential risk. This analysis assumes zero balance sheet growth and a constant percentage composition of assets and liabilities.
 
Potential Impact on Net Interest Income
Basis Point Increase in Interest RatesSeptember 30, 2020September 30, 2019
 (In thousands, except percentages)
100$7,931 1.82 %$3,859 0.85 %
20014,742 3.38 %6,098 1.35 %
30018,445 4.23 %6,624 1.46 %

Actual results will differ from the assumptions used in this model, as management monitors and adjusts both the size and the composition of the balance sheet in order to respond to changing interest rates. In a rising interest rate environment, it is likely that the Company will grow its balance sheet to offset margin compression that may occur. Improvement in the net interest income sensitivity during the year is primarily the result of interest rate swap activity and extension of the maturity of certain borrowings.

Another method used to quantify interest rate risk is the net portfolio value (“NPV”) analysis. This analysis calculates the difference between the present value of interest-bearing liabilities and the present value of expected cash flows from interest-earning assets and off-balance-sheet contracts. The following tables set forth an analysis of the Company’s interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve (measured in 100-basis-point increments).
The tables below express the NPV under varying interest scenarios.

 
September 30, 2020
Change in
Interest Rates
Estimated
NPV Amount
Estimated (Decrease) in NPV
Amount
NPV as
% of Assets
(Basis Points)(In thousands)(In thousands) 
300 $2,690,713 $(3,238)15.22 %
200 2,835,361 141,410 15.55 
100 2,845,411 151,460 15.20 
No change2,693,951 — 14.10 


September 30, 2019
Change in
Interest Rates
Estimated
NPV Amount
Estimated (Decrease) in NPV
Amount
NPV as
% of Assets
(Basis Points)(In thousands)(In thousands) 
300 $1,934,212 $(531,677)12.64 %
200 2,208,252 (257,637)13.90 
100 2,396,037 (69,852)14.59 
No change2,465,889 — 14.61 

As of September 30, 2020, the Company was in compliance with all of its interest rate risk policy guidelines.

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Subsidiaries
The Company is a bank holding company that conducts its primary business through its only directly-owned subsidiary, the Bank. The Bank has a national bank charter with the OCC. The Bank has four active wholly-owned subsidiaries, discussed further below.
WAFD Insurance Group, Inc. is incorporated under the laws of the state of Washington and is an insurance agency that offers a full line of individual and business insurance policies to customers of the Bank, as well as to the general public. As of September 30, 2020 and September 30, 2019, WAFD Insurance Group, Inc. had total assets of $19,607,000 and $16,939,000, respectively.
Statewide Mortgage Services Company is incorporated under the laws of the state of Washington and it holds and markets real estate owned. As of September 30, 2020 and September 30, 2019, Statewide Mortgage Services Company had total assets of $785,000 and $785,000, respectively.
Washington Services, Inc. is incorporated under the laws of the state of Washington. It acts as a trustee under deeds of trust as to which the Bank is beneficiary. As of September 30, 2020 and September 30, 2019, Washington Services, Inc. had total assets of $13,000 and $13,000, respectively.

Pike Street Labs, LLC was formed in 2019 and is organized under the laws of the state of Washington. It provides data and technology services to the Bank. As of September 30, 2020 and September 30, 2019, Pike Street Labs had total assets of $681,000 and zero, respectively.
Regulation
The Company operates in a highly regulated industry. The regulatory structure governing the Company’s operations is designed primarily for the protection of the deposit insurance funds and consumers, and not to benefit our shareholders. As part of this regulatory structure, the Company is subject to policies and other guidance developed by the regulatory agencies with respect to capital levels, the timing and amount of dividend payments, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Under this structure, regulators have broad discretion to impose restrictions and limitations on the Company’s operations if they determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies.

Failure to comply with applicable laws and regulations can result in a range of sanctions and enforcement actions, including the imposition of civil money penalties, formal agreements and cease and desist orders. In order to comply with regulatory requirements, the Bank has and will continue to incur additional significant costs in order to bring programs and operations into compliance.

On October 9, 2013, the CFPB entered a Consent Order against the Bank that required the Bank to pay a civil money penalty of $34,000, and to adopt an enhanced compliance program related to reporting Home Mortgage Disclosure Act ("HMDA") data. The Bank has adopted an enhanced HMDA program, which continues to be subject to review by the CFPB. On October 27, 2020 the CFPB entered a second Consent Order against the Bank for violations related to the Bank’s HMDA reporting obligations. The 2020 Consent Order required the Bank to pay a $200,000 civil money penalty and develop and implement a HMDA compliance management system.
Set forth below is a description of certain laws and regulations that relate to the regulation of the Company and the Bank. The description of these laws and regulations, and descriptions of laws and regulations contained elsewhere herein, do not purport to be complete and are qualified in their entirety by reference to applicable laws and regulations. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) amended certain federal banking laws.

Human Capital
At WaFd Bank, our culture is defined by our corporate values of integrity, teamwork, ownership, simplicity, service and discipline. We value our employees by investing in a healthy work-life balance, competitive compensation and benefit packages and a vibrant, team-oriented environment centered on professional service and open communication amongst employees. We strive to build and maintain a high-performing culture and be an “employer of choice” by creating a work environment that attracts and retains outstanding, engaged employees who embody our company mantra of “Love what you do. Make a difference.”
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Demographics. As of September 30, 2020 we employed 2,080 full and part time employees across our eight-state footprint. None of these employees are represented by a collective bargaining agreement. During fiscal year 2020 we hired 519 employees. Our voluntary turnover rate was 17.64% in fiscal year 2020 and has declined for five consecutive years.

Diversity and Inclusion. We strive toward having a powerful and diverse team of employees, knowing we are better together with our combined wisdom and intellect. With a commitment to equality, inclusion and workplace diversity, we focus on understanding, accepting, and valuing the differences between people. To accomplish this, we have established a Diversity & Inclusion Advisory Council made up of 15 employee representatives throughout our footprint. We continued our commitment to equal employment opportunity through a robust affirmative action plan which includes annual compensation analyses and ongoing reviews of our selection and hiring practices alongside a continued focus on building and maintaining a diverse workforce.

As of September 30, 2020, the population of our workforce was as follows:

ETHNICITY% of Total
American Indian or Alaska Native1.10 %
Asian7.93 %
Black or African American2.15 %
Hispanic or Latino15.38 %
Hawaiian Native or other Pacific Islander0.76 %
Two or more races3.01 %
White69.67 %



wfsl-20200930_g9.jpg


Compensation and Benefits. We provide a competitive compensation and benefits program to help meet the needs of our employees. In addition to salaries, these programs include annual bonuses, stock awards, a 401(k) Plan with an employer matching contribution in addition to an employer annual contribution, healthcare and insurance benefits, health savings, flexible spending accounts, paid time off, family leave and an employee assistance program.

Learning and Development. We invest in the growth and development of our employees by providing a multi-dimensional approach to learning that empowers, intellectually grows, and professionally develops our colleagues. Our employees receive continuing education courses that are relevant to the banking industry and their job function within the
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Company. In addition, we have created learning paths for specific positions that are designed to encourage an employee’s advancement and growth within our organization. We also offer a peer mentor program, leadership and customer service training. These resources provide employees with the skills they need to achieve their career goals, build management skills and become leaders within our Company.

Corporate Social and Environmental Responsibility
We recognize the social and environmental responsibility that arises from the impact of our activities on peoples’ lives and society as a whole. To comply with this responsibility, we have adopted a Corporate and Social Environmental Policy that integrates social, environmental and ethical concerns into our daily business activities and our approach to stakeholder relationships. Through this policy, we strive to carry out our banking activities in a responsible manner, placing the financial needs of our clients and economic health of our communities at the core of our focus.

The Company

General. The Company is registered as a bank holding company and is subject to regulation, examination, supervision and reporting requirements of the Federal Reserve.

Restrictions on Activities and Acquisitions. Bank holding companies are subject to a variety of restrictions on their activities and the acquisitions they can make. Generally, the activities or acquisition of a bank holding company that is not a financial holding company are limited to those that constitute banking or managing or controlling banks or which are closely related to banking. In addition, without the prior approval of the Federal Reserve, bank holding companies are generally prohibited from acquiring more than 5% of the outstanding shares of any class of voting securities of a bank or bank holding company, taking any action that causes a bank to become a subsidiary of the bank holding company, acquiring all or substantially all of the assets of a bank, or merging with another bank holding company.

Control of Company or Bank. Pursuant to the Change in Bank Control Act, (the “CIBC Act”) individuals, corporations or other entities acquiring Company equity interests may, alone or together with other investors, be deemed to control a holding company or a bank. If an acquisition is deemed to constitute control of the holding company or bank and is not subject to approval under the Bank Holding Company Act or certain other statutes, such person or group will be required to file a notice under the CIBC Act. Generally, ownership of, or power to vote, more than 25% of any class of voting securities constitutes control. In the case of a bank or bank holding company the securities of which are registered with the Securities and Exchange Commission ("SEC"), ownership of or power to vote more than 10% of any class of voting securities creates a presumption of control.

Source of Strength. Under long-standing Federal Reserve policy, a bank holding company is expected to serve as a source of financial and management strength to its subsidiary bank. Under this policy, a bank holding company is expected to stand ready to provide adequate capital funds to its subsidiary bank during periods of financial adversity and to maintain financial flexibility and capital raising capacity to assist its subsidiary bank. The Dodd-Frank Act codified the source of strength doctrine by adopting a statutory provision requiring, among other things, that bank holding companies serve as a source of financial strength to their subsidiary banks.

Restrictions on Company Dividends. The Company’s ability to pay dividends to its shareholders is affected by several factors. Since the Company is a separate legal entity from the Bank and its subsidiaries and does not have significant operations of its own, the Company may not be able to pay dividends to its shareholders if the Bank is unable to pay dividends to the Company. The Bank’s ability to pay dividends is subject to various regulatory restrictions.

In addition, the Company’s ability to pay dividends is subject to rules and policies of the Federal Reserve. It is the policy of the Federal Reserve that bank holding companies should pay cash dividends only out of income available over the past year and only if prospective earnings retention is consistent with the company’s expected future needs and financial condition. Capital rules adopted by the Federal Reserve, effective January 2015, may limit the Company’s ability to pay dividends if the Company fails to meet certain requirements under the rules.

See “Washington Federal Bank, National Association, wholly-owned subsidiary ("Bank" or "WaFd Bank") - Restrictions on Dividends.”

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Since the Company is a Washington state corporation, it is also subject to restrictions under Washington corporate law relating to dividends. Generally, under Washington law, a corporation may not pay a dividend if, after giving effect to the dividend, the corporation would be unable to pay its liabilities as they become due in the ordinary course of business or the corporation’s total assets would be less than the sum of its total liabilities plus (with some exceptions) the amount that would be needed, if the corporation were to be dissolved at the time of the dividend payment, to satisfy the dissolution preferences of senior equity securities.

Washington Federal Bank, National Association, wholly-owned operating subsidiary ("Bank" or "WaFd Bank")

General. The Bank is a federally-chartered national bank and certain deposits of the bank are federally insured and backed by the full faith and credit of the United States government. Accordingly, the Bank is subject to broad federal regulation and oversight by its primary regulator, the OCC, extending to all aspects of its operations. The Bank is a member of the FDIC and its deposits are insured up to applicable limits of the Depository Insurance Fund (“DIF”), which is administered by the FDIC. As a result, the FDIC has certain regulatory and examination authority over the Bank.

As a national bank, the Bank is required to be a member of the Federal Reserve. As a member, it is required to purchase and maintain stock in the Federal Reserve Bank of San Francisco (“FRBSF”) in an amount equal to 3.00% of the paid-up capital stock and surplus of the Bank and have available another 3.00% in reserves. At September 30, 2020, the Bank had $24.0 million in FRBSF stock, which was in compliance with this requirement.

Federal Institution Regulations. On July 17, 2013, the Bank completed its conversion from a federally chartered savings association to a national bank charter with the OCC. In addition, the Company became a bank holding company registered with the Federal Reserve. The OCC has extensive authority over the operations of national banks. As part of this authority, national banks are required to file periodic reports with the OCC and are subject to periodic examinations by the OCC. Federal laws and regulations prescribe the investment and lending authority of the Bank, and the Bank is prohibited from engaging in any activities not permitted by such laws and regulations. While the Bank has broad authority to engage in all types of lending activities, a variety of restrictions apply to certain other investments by the Bank.

Financial Modernization. On July 21, 2010 the Dodd-Frank Act became effective. This law has broadly affected the financial services industry by implementing changes to the financial regulatory landscape aimed at strengthening the sound operation of the financial services industry, and will continue to significantly change the current bank regulatory structure and affect the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies, including the Company and the Bank. Some of the changes that are significant to the Company and the Bank include the following:

The CFPB was established on July 21, 2011 and took over responsibility for the principal federal consumer protection laws, such as the Truth in Lending Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act and the Truth in Saving Act, among others. The CFPB has broad rule-making authority in this area, and also has primary supervisory and examination authority on these issues over institutions such as the Bank with assets of $10 billion or more. The Dodd-Frank Act also gives the CFPB expanded data collecting powers for fair lending purposes for both small business and mortgage loans, as well as expanded authority to prevent unfair, deceptive and abusive practices.

Interstate Banking. Subject to certain limitations and restrictions, a bank holding company, with prior approval of the Federal Reserve, may acquire an out-of-state bank; banks in states that do not prohibit out-of-state mergers may merge with the approval of the appropriate federal banking agency, and a bank may establish a de novo branch out of state if such branching is permitted by the other state for state banks chartered by such other state.

Insurance of Deposit Accounts. Under the Dodd-Frank Act, the maximum amount of federal deposit insurance coverage was permanently increased from $100,000 to $250,000 per depositor, per institution. Due to the significant number of bank failures and the current balance of the DIF, the Company anticipates continued elevated FDIC premiums for the industry going forward. The Dodd-Frank Act also broadened the base for FDIC insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital of a financial institution. In addition, the Dodd-Frank Act raised the minimum designated reserve ratio, which the FDIC is required to set each year for the DIF, to 1.35%. The Dodd-Frank Act eliminated the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds. The FDIC has established a higher reserve ratio of 2% as a long-term goal beyond what is required by statute.

Transactions with Affiliates; Insider Loans. Under current federal law, all transactions between and among a national bank and its affiliates, including holding companies, are subject to Sections 23A and 23B of the Federal Reserve Act and Regulation W promulgated thereunder. Generally, these requirements limit extensions of credit and certain other such transactions by the bank to affiliates to a percentage of the institution's capital and generally such transactions must be collateralized. Generally, all
26


affiliate transactions must be on terms at least as favorable to the bank as transactions with non-affiliates. In addition, a bank may not lend to any affiliate engaged in non-banking activities that are not permissible for a bank holding company or acquire shares of any affiliate that is not a subsidiary. The OCC is authorized to impose additional restrictions on transactions with affiliates if necessary to protect the safety and soundness of a national bank.

Extensions of credit by a national bank to executive officers, directors and principal shareholders are subject to Section 22(h) of the Federal Reserve Act, which, among other things, generally prohibits loans to any such individual where the aggregate amount exceeds an amount equal to 15% of an institution's unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral. Section 22(h) permits loans to directors, executive officers and principal shareholders made pursuant to a benefit or compensation program that is widely available to employees of a subject bank provided that no preference is given to any officer, director or principal shareholder, or related interest thereto, over any other employee. In addition, the aggregate amount of extensions of credit by a bank to all insiders cannot exceed the institution's unimpaired capital and surplus. Furthermore, Section 22(g) places additional restrictions on loans to executive officers.

Effective on July 21, 2012, the affiliate transaction rules in Sections 23A and 23B of the Federal Reserve Act were expanded to broaden the definition of affiliate and to apply these rules to securities lending, repurchase agreements and derivatives. These revisions also strengthened collateral requirements and limited Federal Reserve exemptive authority. Further, the definition of “extension of credit” for transactions with executive officers, directors and principal shareholders was expanded to include credit exposure arising from a derivative transaction, a repurchase or reverse repurchase agreement or a securities lending or borrowing transaction. These provisions have not had a material effect on the Company or the Bank.

Restrictions on Dividends. OCC regulations govern dividends by a national bank. A national bank must file an application for approval of a dividend if:

•the total dividends for the applicable calendar year exceed the sum of the institution's net income for that year to date plus the institution's retained net income for the preceding two years;
•the institution would not be at least adequately capitalized following the dividend;
•the dividend would violate any applicable statute, regulation, agreement or OCC imposed condition; or
•the dividend is paid in property other than cash or stock of the bank.
 

Other capital distributions, such as stock repurchases, generally require the approval of the OCC. Failure to meet minimum capital requirements may place certain restrictions on the payment of dividends and stock repurchases. 

Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank ("FHLB") of Des Moines, which is one of 11 regional FHLBs that provide funding to their members for making home mortgage loans, as well as loans for affordable housing and community development. Each FHLB serves members within its assigned region and is funded primarily through proceeds derived from the sale of consolidated obligations of the FHLB system. Loans are made to members in accordance with the policies and procedures established by the Board of Directors of the FHLB. At September 30, 2020, FHLB advances to the Company amounted to $2,700,000,000. As a member, the Bank is required to purchase and maintain stock in the FHLB of Des Moines. At September 30, 2020, the Company held $118,000,000 in FHLB of Des Moines stock, which was in compliance with this requirement.

Community Reinvestment Act and Fair Lending Laws. National banks have a responsibility under the Community Reinvestment Act ("CRA") and related regulations of the OCC to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair Housing Act (together, the "Fair Lending Laws") prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. An institution's failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its activities. Failure to comply with the Fair Lending Laws could result in enforcement actions by the OCC, the CFPB and other federal regulatory agencies, including the U.S. Department of Justice.

USA Patriot Act of 2001. The USA PATRIOT Act of 2001 ("Patriot Act"), through amendments to the federal Bank Secrecy Act (“BSA”), substantially broadened the scope of United States anti money-laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial scope of United States jurisdiction. The United States Treasury Department has issued a number of regulations under the Patriot Act that apply to financial institutions such as the Bank. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure of a financial institution to maintain and implement adequate programs to
27


combat money laundering and terrorist financing, or to comply satisfactorily with all relevant Patriot Act and BSA requirements, could have serious legal and reputational consequences for the institution.

On February 28, 2018, pursuant to a Stipulation and Consent to the Issuance of a Consent Order (the “Consent Order”), the Office of the Comptroller of the Currency issued a Consent Order relating to the Bank, the terms of which are intended to further enhance its BSA program. 

The Consent Order requires, among other things, that the Bank: (1) maintain a Compliance Committee of at least three directors; (2) employ a permanent, qualified, and experienced BSA Officer and be provided sufficient staffing and oversight resources; (3) review, update and implement an ongoing BSA risk assessment; (4) ensure adherence to a written program of policies and procedures to provide compliance with the BSA; (5) develop and implement a written program of policies and procedures to ensure timely and appropriate review of transaction activity, disposition of alerts, and timely filing of SARs; (6) develop and implement a written program of policies and procedures to provide for implementation of an automated suspicious activity monitoring system, including appropriate model governance; (7) engage an independent consultant to review account and transaction activity (“Look-Back”); (8) review and update risk-based processes to obtain and analyze appropriate customer due diligence information at the time of account opening and on an ongoing basis; (9) complete independent testing; (10) develop and implement a comprehensive, ongoing BSA and OFAC training program; and (11) submit certain reports to the OCC.

Copies of the Stipulation and the Consent Order were filed with the SEC on March 1, 2018 as exhibits to the Company’s Current Report on Form 8-K. See Item 1A. Risk Factors for additional details.


Regulatory Capital Requirements. Bank holding companies and federally insured banks are required to maintain minimum levels of regulatory capital. The Federal Reserve establishes capital standards applicable to all bank holding companies, and the OCC establishes capital standards applicable to all national banks. The Federal Reserve and the OCC implemented new capital rules, effective January 1, 2015, that substantially amended the existing capital rules for bank holding companies and banks. These new rules reflect, in part, certain standards initially adopted by the Basel Committee on Banking Supervision in December 2010 (which standards are commonly referred to as “Basel III”) as well as requirements contemplated by the Dodd-Frank Act.

The rules require a new capital ratio of common equity Tier 1 capital to risk based assets. Common equity Tier 1 capital generally consists of retained earnings and common stock instruments (subject to certain adjustments) as well as accumulated other comprehensive income (“AOCI”) except to the extent that the Company and the Bank exercise a one-time irrevocable option to exclude certain components of AOCI, which the Company and the Bank have done. Tier 1 capital also includes non-cumulative perpetual preferred stock and limited amounts of minority interests. Regulatory deductions from capital include goodwill and intangible assets. The new rules modify the manner in which certain capital elements are determined, including but not limited to, requiring certain deductions related to mortgage servicing rights and deferred tax assets. Total capital consists of Tier 1 capital and supplementary capital. Supplementary capital consists of certain capital instruments that do not qualify as core capital as well as general valuation loan and lease loss allowances up to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used to satisfy the risk-based requirement only in an amount equal to the amount of Tier 1 capital.

In determining the required amount of risk-based capital, total assets, including certain off-balance-sheet items, are multiplied by a risk-weight factor based on the risks inherent in the type of assets held by an institution. The risk categories range from 0% for low-risk assets such as U.S. Treasury securities and GNMA securities to 1,250% for various types of loans and other assets deemed to be of higher risk. Single-family residential loans having loan-to-value ratios not exceeding 80% and meeting certain additional criteria, as well as certain multi-family residential loans, qualify for a 50% risk-weight treatment. The book value of each asset is multiplied by the risk factor applicable to the asset category, and the sum of the products of this calculation equals total risk-weighted assets. The rules make changes in the methods of calculating certain risk-based assets, which in turn affects the calculation of risk-based ratios. Higher or more sensitive risk weights are assigned to various categories of assets, among which are commercial real estate, credit facilities that finance the acquisition, development or construction of real property, certain exposures or credit that are 90 days past due or are nonaccrual, foreign exposures, certain corporate exposures, securitization exposures, equity exposures and in certain cases mortgage servicing rights and deferred tax assets.

Both the Company and the Bank are required to have a common equity Tier 1 capital ratio of 4.5%. In addition, both the Company and the Bank are required to have a Tier 1 leverage ratio of 4.0%, a Tier 1 risk-based ratio of 6.0% and a total risk-based ratio of 8.0%. Both the Company and the Bank are required to establish a “conservation buffer,” consisting of common
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equity Tier 1 capital, equal to 2.5%. The capital conservation buffer is designed to ensure that banks build up capital buffers outside periods of stress, which can be drawn down as losses are incurred. An institution that does not meet the conservation buffer will be subject to restrictions on certain activities including payment of dividends, stock repurchases and discretionary bonuses to executive officers.

The Federal Reserve and the OCC are also authorized to impose capital requirements in excess of these standards on individual institutions on a case-by-case basis. Management believes that the current capital levels of the Company and the Bank are sufficient to be in compliance with the fully phased-in standards under the rules.

Any bank holding company or national bank that fails the capital requirements is subject to possible enforcement actions. Such actions could include a capital directive, a cease and desist or consent order, civil money penalties, restrictions on an institution's operations and/or the appointment of a conservator or receiver. Federal Reserve and OCC capital regulations provide that such supervisory actions, through enforcement proceedings or otherwise, could require one or more of a variety of corrective actions.     
For information regarding compliance with each of these capital requirements by the Company and the Bank as of September 30, 2020, see Note P to the Consolidated Financial Statements included in Item 8 hereof.

Prompt Corrective Action. Federal statutes establish a supervisory framework based on five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. An institution’s category depends upon its capital levels in relation to relevant capital measures, which include a risk-based capital measure, a leverage ratio capital measure and certain other factors. The federal banking agencies have adopted regulations that implement this statutory framework.

The prompt corrective action rules, which apply to the Bank but not the Company, are modified to include a common equity Tier 1 risk-based ratio and to increase certain other capital requirements for the various thresholds. For example, the requirements for the Bank to be considered well-capitalized under the rules are a 5.0% Tier 1 leverage ratio, a 6.5% common equity Tier 1 risk-based ratio, an 8.0% Tier 1 risk-based capital ratio and a 10.0% total risk-based capital ratio. To be adequately capitalized, those ratios are 4.0%, 4.5%. 6.0% and 8.0%, respectively.

An institution that is not well capitalized is subject to certain restrictions on brokered deposits, including restrictions on the rates it can offer on its deposits, generally. Any institution that is neither well capitalized nor adequately capitalized is considered undercapitalized. Federal law authorizes the OCC to reclassify a well capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category. The OCC may not reclassify a significantly undercapitalized institution as critically undercapitalized. As of September 30, 2020, the Bank exceeded the requirements of a well capitalized institution.

Dodd-Frank Act Stress Tests ("DFAST"). On July 6, 2018, bank regulatory agencies (the Federal Reserve, Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency) issued a joint interagency statement regarding the impact of the Economic Growth, Regulatory Relief, and Consumer Protection Act ("EGRRCPA") on financial institutions. The EGRRCPA gave immediate relief from stress testing for applicable bank holding companies but not financial institutions until November 25, 2019. Pursuant to direction from the Bank's regulators, the Bank was provided similar relief and is no longer required to submit company-run annual stress tests. Notwithstanding these amendments to the stress testing requirements, the federal banking agencies indicated through interagency guidance that the capital planning and risk management practices of institutions with total assets less than $100 billion would continue to be reviewed through the regular supervisory process. Although the Bank will continue to monitor its capital consistent with the safety and soundness expectations of the federal regulators, the Bank will no longer conduct company-run stress testing as a result of the legislative and regulatory amendments. The Bank continues to use customized stress testing to support the business and as part of its risk management and capital planning process.

EGRRCPA also enacted several important changes in some technical compliance areas that we believe will help reduce our regulatory burden, including:
 
•Prohibiting federal banking regulators from imposing higher capital standards on High Volatility Commercial Real Estate (“HVCRE”) exposures unless they are for acquisition, development or construction (“ADC”), and clarifying ADC status;
•Requiring the federal banking agencies to amend the Liquidity Coverage Ratio Rule such that all qualifying investment-grade, liquid and readily-marketable municipal securities are treated as level 2B liquid assets, making them more attractive investment alternatives;
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•Exempting from appraisal requirements certain transactions involving real property in rural areas and valued at less than $400,000; and
•Directing the Consumer Financial Protection Bureau to provide guidance on the applicability of the TILA-RESPA Integrated Disclosure rule to mortgage assumption transactions and construction-to-permanent home loans, as well the extent to which lenders can rely on model disclosures that do not reflect recent regulatory changes.
 
Despite the improvements for mid-size financial institutions such as the Company that has resulted from EGRRCPA, many  provisions of the Dodd-Frank Act and its implementing regulations remain in place and will continue to result in additional operating and compliance costs that could have a material adverse effect on our business, financial condition, and results of operation. In addition, the EGRRCPA requires the enactment of a number of implementing regulations, the details of which may have a material effect on the ultimate impact of the law.

Taxation

Federal Taxation. For federal and state income tax purposes, the Company reports its income and expenses on the accrual basis method of accounting and files its federal and state income tax returns on a September 30 fiscal year end basis. The Company files consolidated federal and state income tax returns with its subsidiaries. The Company's federal income tax returns are open and subject to potential examination by the IRS for fiscal year 2017 and later.

State Taxation. The states of Washington and Nevada do not have state income taxes. Washington state has a business and occupation tax based on a percentage of gross receipts; however, interest received on loans secured by first mortgages or deeds of trust on non-transient residential properties is not subject to this tax.

•The state of Idaho has a corporate income tax with a statutory rate of 6.925% of apportionable income.
•The state of Oregon has a corporate excise tax with a statutory rate of 6.6% on the first $1 million of apportionable income and then 7.6% on any excess income over $1 million. There is a minimum tax that applies if the minimum tax exceeds the calculated tax. Beginning in 2020, Oregon also has a new Corporate Activity Tax on gross receipts in addition to the existing corporate excise tax on net income. The new Corporate Activity Tax is imposed on taxable commercial activity in excess of $1 million at the rate of 0.57%, plus a flat tax of $250.
•The state of Utah has a corporate franchise tax with a statutory rate of 4.95% of apportionable income.
•The state of Arizona has a corporate income tax with a statutory rate of 4.9% of apportionable income.
•The state of Texas has a corporate franchise tax with a statutory rate of 0.75% on apportionable taxable margin.
•The state of New Mexico has a corporate income tax with a current statutory rate of 4.8% on the first $500,000 of apportionable income, and 5.9% on any excess income over $500,000.
•The state of California has a corporate franchise tax with a statutory rate of 10.84% of apportionable income for banks and financial institutions.

Competition

We operate in a highly competitive environment. Our competitors include other national banks, savings associations, community banks, credit unions and other financial intermediaries, and new market participants offering services similar to those that we offer. We compete with some competitors within our geographic market area, and with others on a product specific basis, such as the residential mortgage market. Our ability to compete effectively depends on our ability to provide first-rate, friendly and professional customer service and deliver the banking solutions that our customers want and need. We are also dependent upon our ability to attract and retain employees while managing compensation and other costs.

Availability of Financial Data

Under the Securities Exchange Act of 1934 ("Exchange Act"), the Company is required to file annual, quarterly and current reports, proxy statements and other information with the SEC. We file reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, with the SEC. The public may obtain copies of these reports at the SEC's website: www.sec.gov.

The Company has adopted and posted on its website a code of ethics that applies to its senior financial officers. The Company’s website also includes the charters for its audit committee, compensation committee, risk management committee, nominating and governance committee and regulatory compliance committee. The address for the Company’s website is www.wafdbank.com. The Company will provide a printed copy of any of the aforementioned documents to any requesting shareholder. The information found on our website is not part of this or any other report that we file or furnish to the SEC.
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Item 1A.              Risk Factors

Ownership of our common stock involves risk. Investors should carefully consider, in addition to the other information included in this Annual Report on Form 10-K, the following risk factors. The risks described below may adversely affect our business, financial condition and results of operations. These risks are not the only risks we face; additional risks and uncertainties not currently known or that are currently considered to be immaterial may also materially and adversely affect our business.

Operational Risks
The COVID-19 pandemic is adversely affecting us and our customers, counterparties, employees, and third-party service providers, and the adverse impacts on our business, financial position, results of operations, and prospects could be significant.

The spread of COVID-19 has created a global public-health crisis that has impacted household, business, economic, and market conditions, including in the western United States where we conduct nearly all of our business.

During 2020, the most notable impact of the COVID-19 pandemic on our results of operations was a higher provision expense for credit losses. Our provision expense was $21,750,000 in 2020, primarily due to the unfavorable market conditions associated with COVID-19, as compared to a $1,650,000 release of allowance for loan losses for the year ended September 30, 2019. As of September 30, 2020, our allowance for credit losses increased to $191,955,000. Additionally, our operations have been impacted by the need to close certain offices and limit how customers conduct business through our branch network. We also face increased operational risks associated with the transition of a portion of our employees to remote working environments, including increased cybersecurity risks such as phishing, malware, and other cybersecurity attacks, all of which could expose us to liability and could seriously disrupt our business operations.

Governments have taken unprecedented steps to partially mitigate the adverse effects of their containment measures. For example, in late March 2020, the CARES Act was enacted to inject more than $2 trillion of financial assistance into the U.S. economy. The Federal Reserve Bank has taken decisive and sweeping actions as well. Since March 15, 2020, their actions have included a reduction in the target range for the federal funds rate to 0 to 25 basis points, a program to purchase an indeterminate amount of Treasury securities and agency mortgage-backed securities, corporate bonds and other investments, and numerous facilities to support the flow of credit to households and businesses. The degree to which our actions and those of governments and others will directly or indirectly assist our customers, counterparties, and third-party service providers and advance our business and the economy generally is not yet clear. The possibility of negative interest rates on U.S. Treasury or other market instruments could adversely affect our results of operations by, for example, reducing asset yields or spreads, creating operating and system issues, or having other adverse impacts on our business.

The full extent of the impact of the COVID-19 pandemic on our capital, liquidity, and other financial positions and on our business, results of operations, and prospects is still uncertain, and will depend on a number of evolving factors, including:

•The duration, extent, and severity of the pandemic. COVID-19 has not yet been contained and could affect significantly more households and businesses, or cause additional limitations on commercial activity, increased unemployment, increased property vacancy rates and general economic and financial instability. The continuation of the pandemic may also negatively impact regional economic conditions for a period of time, resulting in declines in loan demand and collateral values. The duration and severity of the pandemic continues to be impossible to predict, as is the potential for a seasonal or other resurgence and the economic impact will likely continue even after the COVID-19 outbreak has subsided, continuing to affect our business, financial position, results of operations and prospects.
•The response of governmental authorities. To date, many of the actions of governmental authorities have been directed toward curtailing household and business activity to contain COVID-19 while simultaneously deploying fiscal- and monetary-policy measures to partially mitigate the adverse effects on individual households and businesses. The success or impact of these actions and their effect on our customers and the economy generally is not yet clear. Further, some measures, such as a suspension of mortgage and other loan payments and foreclosures, may have a negative impact on our business.
•The effect on our customers, counterparties, employees, and third-party service providers. COVID-19 and its associated consequences and uncertainties are affecting individuals, households, and businesses differently and unevenly. Negative impacts on our customers could result in increased risk of delinquencies, defaults, foreclosures and losses on our loans.
•The effect on economies and markets. Whether the actions of governmental and nongovernmental authorities will be successful in mitigating the adverse effects of COVID-19 is unclear. National, regional, and local economies and
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markets could suffer disruptions that are lasting. Governmental actions are meaningfully influencing the interest-rate environment and financial-market activity and could have lasting effects on taxes and other economic factors, which could adversely affect our results of operations and financial condition.

As a participating lender in the SBA Paycheck Protection Program (“PPP”), we are subject to additional risks of litigation from our customers or other parties regarding our processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.

On March 27, 2020, President Trump signed the CARES Act, which included a loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. We have participated as a lender in the PPP. The PPP opened on April 3, 2020; however, because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there was some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes us to potential risks relating to noncompliance with the PPP.

Since the opening of the PPP, several other banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP and claims related to agent fees. We may be exposed to the risk of similar litigation, from both customers and non-customers that approached us regarding PPP loans, regarding our process and procedures used in processing applications for the PPP, or litigation from agents with respect to agent fees. If any such litigation is filed against us and is not resolved in a favorable manner, it may result in significant financial liability or adversely affect the Company’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.

We also have credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which a PPP loan was originated, funded, or serviced by us, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by us, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from us.

We have adopted new accounting guidance, specifically CECL, to account for our credit losses that may be more volatile and may adversely impact our financial statements when forecasted market conditions change.

Effective October 1, 2020, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2016-13, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces the previous "incurred loss" model for recognizing credit losses with an "expected loss" model referred to as CECL. Under CECL, we are required to present certain financial assets carried at amortized cost, such as loans and leases held for investment, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model, which delays recognition until it is probable a loss has been incurred. CECL may create more volatility in our earnings and the level of our allowance for credit losses.

Our allowance for credit losses ("ACL") may not be adequate to cover future loan losses, which could adversely affect our financial condition and results of operations.

Due to the declining economic conditions, our customers may not be able to repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. While we maintain, and have increased, our ACL to provide for loan defaults and non-performance, losses may exceed the value of the collateral securing the loans and the allowance may not fully cover any excess loss.
We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. Our ACL is based on these judgments, as well as historical loss experience and an evaluation of the other risks associated with our loan portfolio, including but not limited to, economic trends and conditions, changes in underwriting standards, management, competition, and trends in delinquencies, non-accrual and adversely classified loans. the size and composition of
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the loan portfolio, current economic conditions and geographic concentrations within the portfolio. We have also included assumptions about the severity and duration of the effects of the COVID-19 pandemic on our borrowers, their industry, and on economic conditions in general, all of which are highly uncertain and for which we have no historical experience to draw upon. Federal regulatory agencies, as part of their examination process, review our loans and ACL. If our assumptions and judgments used to determine the ACL prove to be incorrect, if the value of the collateral securing the loans decreases substantially or if regulators disagree with its judgments, we may need to increase the ACL in amounts that exceed our expectations. Material additions to the ACL would adversely affect our results of operations and financial condition.
We have a risk of systems failures and cyber-security risk, including "hacking" and "identity theft."
We rely extensively on the successful and uninterrupted functioning of information technology and telecommunications systems to conduct our business. This includes internally developed systems, the systems of third-party service providers, and digital and mobile technologies. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems, and could damage our reputation, result in loss of customer business, subject us to regulatory scrutiny, or expose us to civil litigation and possible financial liability.

We believe we have information systems and security procedures, controls and policies designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, however, because the techniques used to obtain unauthorized access, disable or degrade systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate protective measures.

Cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect customer information, systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for the Company. As cybersecurity threats continue to evolve, we may be required to expend additional resources to continue to enhance, modify and refine our protective measures against these evolving threats.

To date, we have no knowledge of a successful cyber-attack or other material information security breach affecting our systems. However, our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats and our plans to continue to implement internet banking and mobile banking channels, expand operations and use third-party information systems. Recent instances of attacks specifically targeting financial services businesses indicate that the risk to our systems remains significant. If we were to experience a cyber-attack or information security breach, we could suffer damage to our reputation, and incur substantial additional expenses, including remediation expenses, costs associated with customer notification and credit monitoring services, increased insurance premiums, regulatory penalties and fines and costs associated civil litigation, any of which could have a material adverse effect on our business, financial conditions and results of operations.

In addition, the Bank’s customers and vendors increasingly rely on personal technology, such as smartphones, tablets, and other mobile devices, to contact and conduct business with the Bank. If the devices of the Bank’s customers or vendors become the target of cyber attacks or other information security breaches, it could result in the unauthorized release, misuse, or loss of the Bank’s or a Bank customer’s confidential data. Third parties using improperly obtained personal or financial information of Bank customers can attempt to obtain loans, lines of credit, or other financial products from the Bank, or attempt to fraudulently induce Bank employees, customers, or other users of Bank systems to disclose confidential information in order to gain improper access to the Bank’s systems.

We also face additional costs when our customers become the victims of cyber attacks. For example, various retailers have reported that they have been the victims of cyber attacks in which large amounts of their customers’ data, including debit and credit card information, is obtained. Our customers may be the victims of phishing scams, providing cyber criminals access to their accounts or credit or debit card information. In these situations, we incur costs to replace compromised cards and address fraudulent transaction activity affecting our customers.

Both internal and external fraud and theft are risks. If personal, non-public, confidential or proprietary information of Bank customers were to be mishandled or misused, we could suffer significant regulatory consequences, reputational damage and financial loss. Such mishandling or misuse could include, for example, if such information were erroneously provided to parties who are not permitted to have the information, either by fault of our systems, employees, or counterparties, or if such information were to be intercepted or otherwise inappropriately taken by third parties. These activities can occur in connection with the origination of loans and lines of credit, ACH transactions, wire transactions, ATM transactions, and checking transactions, and result in financial losses as well as reputational damage.

Operational errors include clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems. Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. Because of the Bank’s large transaction volume and its necessary dependence upon automated systems to record and process these transactions, there is a risk that technical flaws or tampering or manipulation of those automated systems, arising from events wholly or partially
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beyond its control, may give rise to disruption of service to customers and to financial loss or liability. We are exposed to the risk that our business continuity and data security systems prove to be inadequate.

The occurrence of any of these risks could result in a diminished ability for us to operate our business, additional costs to correct defects, potential liability to clients, reputational damage and regulatory intervention, any of which could adversely affect our business, financial condition and results of operations.

The ongoing COVID-19 pandemic is increasing cyber-security risks.

The ongoing COVID-19 pandemic is introducing additional risk to our information systems and security procedures, controls and policies as a result of employees, contractors and other corporate partners working remotely. As a result of the increased remote workforce, we must increasingly rely on information technology systems that are outside our direct control, and these systems are also vulnerable to cyber-based attacks and security breaches. In addition, since the beginning of pandemic, there has been an increase attacks by cyber criminals on businesses and individuals, utilizing interest in pandemic-related information and the fear and uncertainty caused by the pandemic to increase phishing, malware, and other cybersecurity attacks designed to trick victims into transferring sensitive data or funds, steal credentials or deploy malware that compromises information systems. If one of our employees were to fall victim to one of these attacks, or our information technology systems are compromised, our operations could be disrupted, or we may suffer financial loss, reputational loss, loss of customer business or other critical assets, or become exposed to regulatory fines and intervention or civil litigation.

Current uncertain economic conditions pose challenges, and could adversely affect our business, financial condition and results of operations.

We are operating in an uncertain economic environment, with much of the uncertainty driven by the continuation of the COVID-19 pandemic. The pandemic is causing a global economic slowdown, with record unemployment and declining GDP in the United States. Continued economic uncertainty and a recessionary economy could result in financial stress on the Bank's borrowers, which could adversely affect our business, financial condition and results of operations. We have significantly increased the expense for credit losses as a result of this uncertainty, however, deteriorating conditions in the regional economy served by our Company, or in certain sectors of the economy, could drive losses beyond that which is provided for in our allowance for loan losses. We could also face the following risks in connection with the following events:

•Market developments and economic slowdown may affect consumer confidence levels and may cause adverse changes in payment patterns, resulting in increased delinquencies and default rates on loans and other credit facilities.
•The processes we use to estimate the allowance for credit losses and other reserves may prove to be unreliable. Such estimates rely upon complex modeling inputs and judgments, including forecasts of economic conditions, which may be rendered inaccurate and/or no longer subject to accurate forecasting.
•Our ability to assess the creditworthiness of our borrowers may be impaired if the models and approaches we use to select, manage, and underwrite loans become less predictive of future charge-offs.
•Regulatory scrutiny of the industry could increase, leading to increased regulation of the industry that could lead to a higher cost of compliance, limit our ability to pursue business opportunities and increase our exposure to litigation or fines.
•Ineffective monetary policy or other market conditions could cause rapid changes in interest rates and asset values that would have a materially adverse impact on our profitability and overall financial condition.
•Further erosion in the fiscal condition of the U.S. Treasury could lead to new taxes that would limit our ability to pursue growth and return profits to shareholders.

If these conditions or similar ones continue to exist or worsen, we could experience continuing or increased adverse effects on our financial condition.

Regulatory and Litigation Risks

Failure to comply with the 2020 and 2013 Consent Orders from the Consumer Financial Protection Bureau regarding our Home Mortgage Disclosure Act submissions could result in additional regulatory enforcement action.

In March 2020, the Consumer Financial Protection Bureau (the “CFPB”) Office of Enforcement formally notified us of alleged violations of the Home Mortgage Disclosure Act (“HMDA”) associated with our HMDA reporting submissions. The CFPB alleged that the Bank did not accurately report all required relevant information within the annual HMDA submissions. We responded to the CFPB, noting that the Bank has instituted enhanced procedures to ensure compliance with HMDA, and submitted amended HMDA filings. In October 2020, after further discussions with the CFPB, we entered into a consent order related to our HMDA reporting, under which we agreed to pay a $200,000 civil money penalty, and implement a HMDA compliance management system while adhering to a compliance plan. The consent order will be in effect for 10 years. We had
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previously entered in a consent order with the CFPB in 2013, also relating to HMDA reporting deficiencies, resulting in a $34,000 civil money penalty. The 2013 HMDA Consent Order remains in effect. Any further deficiencies in our HMDA reporting submissions could result in additional regulatory enforcement actions, cause us to incur additional significant compliance costs and subject us to larger fines. Moreover, continued deficiencies in our HMDA reporting could have serious reputational consequences for the Bank. Any of these results could have a material adverse effect on our business, financial condition and results of operations.

Non-Compliance with the USA PATRIOT Act, Bank Secrecy Act, Real Estate Settlement Procedures Act, Truth-in-Lending Act, Community Reinvestment Act, Fair Lending Laws, Flood Insurance Reform Act or other laws and regulations could result in fines or sanctions, and curtail our expansion opportunities.

Financial institutions are required under the USA PATRIOT Act of 2001 (the “Patriot Act”) and Bank Secrecy Act ("BSA") to develop programs to prevent financial institutions from being used for money-laundering and terrorist activities. Financial institutions are also obligated to file suspicious activity reports with the U.S. Treasury Department's Office of Financial Crimes Enforcement Network. These rules also require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure or the inability to comply with the Patriot Act and BSA statutes and regulations could result in fines or penalties, curtailment of expansion opportunities, enforcement actions, intervention or sanctions by regulators and costly litigation or expensive additional controls and systems. During the last few years, several banking institutions have received large fines for non-compliance with these laws and regulations, and we are subject to a Consent Order with respect to our BSA Program, as described below. In addition, the U.S. Government imposed and is expected to continue to expand laws and regulations relating to residential and consumer lending activities that could create significant new compliance burdens and financial costs.

The Office of the Comptroller of the Currency has issued a Consent Order with respect to our BSA compliance, requiring the Company to implement additional controls and systems and curtail expansion plans. Failure to comply with the Consent Order could result in additional regulatory enforcement action, including fines or sanctions.

The Bank Secrecy Act, the Patriot Act, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. On February 28, 2018, pursuant to a Stipulation and Consent to the Issuance of a Consent Order (the “Stipulation”), the OCC issued a Consent Order relating to the Bank, the terms of which are intended to further enhance its BSA program. Copies of the Stipulation and the Consent Order were filed with the SEC on March 1, 2018 as exhibits to our Current Report on Form 8-K. The Bank expects to continue to incur significant expenses as it strengthens its BSA program and implements additional policies and procedures associated with complying with the Consent Order. The Bank does not expect to pursue acquisitions or branch expansion until its BSA program has improved. Issuance of the Consent Order does not preclude further government action with respect to the Bank’s BSA program, including the imposition of fines, sanctions, additional expenses and compliance costs, and/or restrictions on the activities of the Bank. In addition, failure to comply with the Consent Order could subject us to additional expense and further regulatory enforcement action, including the imposition of material restrictions on the activities of the Bank or the assessment of fines or penalties, which could prevent the Bank from executing its business strategy and negatively impact its business. Any further deficiency in the Bank's BSA/AML policies, procedures and systems could cause us to incur additional significant compliance costs and could subject it to fines and further regulatory actions. Moreover, failure to maintain and implement an effective BSA program could also have serious reputational consequences for the Bank. Any of these results could have a material adverse effect on our business, financial condition and results of operations.

We operate in a highly regulated industry, which limits the manner and scope of our business activities.

We are subject to extensive supervision, regulation and examination by the OCC, CFPB and the FDIC. In addition, the Federal Reserve is responsible for regulating the holding company. This regulatory structure is designed primarily for the protection of the deposit insurance funds and consumers and not to benefit our shareholders. This regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies to address not only compliance with applicable laws and regulations (including laws and regulations governing consumer credit, and anti-money laundering and anti-terrorism laws), but also capital adequacy, asset quality and risk, management ability and performance, earnings, liquidity, data reporting and various other factors. As part of this regulatory structure, we are subject to policies and other guidance developed by the regulatory agencies with respect to capital levels, the timing and amount of dividend payments, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Under this structure the OCC, the FDIC, the CFPB and the Federal Reserve have broad discretion to impose restrictions and limitations on our operations if they determine, among other things, that our operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies. This supervisory framework could materially impact the conduct, growth and profitability of our operations.

Failure to comply with applicable laws and regulations could also result in a range of sanctions and enforcement actions, including the imposition of civil money penalties, formal agreements and cease and desist orders. In addition to monetary fines, failure to meet regulatory requirements could require the Bank to incur additional significant costs in order to bring our programs and operations into compliance, negatively impact our reputation, and have a material adverse effect on our business, financial condition and results of operations.
35



In addition, the OCC has specific authority to take “prompt corrective action,” depending on the Bank's capital level. Currently, the Bank is considered “well-capitalized” for prompt corrective action purposes. If the Bank were designated by the OCC as “adequately capitalized,” its ability to take brokered deposits would become limited. If the Bank were to be designated by the OCC in one of the lower capital levels “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized,” it would be required to raise additional capital and would be subject to progressively more severe restrictions on its operations, management and capital distributions, and replacement of senior executive officers and directors. If the Bank became “critically undercapitalized,” it would also be subject to the appointment of a conservator or receiver.

Recent national and state legislation and regulatory initiatives to support the financial services industry have been coupled with numerous restrictions and requirements that could detrimentally affect our business.

The Dodd-Frank Act has had a substantial impact on the financial services industry since its passage in 2010. The Dodd-Frank Act creates a framework through which regulatory reform has been and continues to be written. While many of the rules required by the Dodd-Frank Act have been implemented, others are still being drafted. As a result, the impact of the future regulatory requirements continues to be uncertain. We expect the way we conduct business to continue to be affected by these regulatory requirements, including through limitations on our ability to pursue certain lines of business, capital requirements, enhanced reporting obligations, and increased costs.

Other legislative initiatives could detrimentally impact our operations in the future. The extent of the impact of any such legislation will be dependent on the specific details of the final legislation passed, if any.

Deposit insurance premiums could increase further in the future.

The FDIC insures deposits at FDIC-insured financial institutions, including the Bank. The FDIC charges insured financial institutions premiums to maintain the Deposit Insurance Fund ("DIF") at a specific level. The Bank's FDIC insurance premiums increased substantially beginning in 2009, and it expects to pay significant premiums in the future. Unfavorable economic conditions, increased bank failures and additional failures decreased the DIF. In order to restore the DIF to its statutorily mandated minimum of 1.35% of total deposits, the FDIC may need to increase deposit insurance premium rates. Insured institutions with assets of $10 billion or more are responsible for funding this increase. The FDIC has issued regulations to implement these provisions of the Dodd-Frank Act. The FDIC has also established a higher reserve ratio of 2% as a long term goal and the minimum level needed to withstand future financial crises of the magnitude of past crises. The FDIC may increase the assessment rates or impose additional special assessments in the future to keep the DIF at the statutory target level. Any increase in the Bank's FDIC premiums could have an adverse effect on its business, financial condition and results of operations.

We are subject to various claims and litigation, which could result in significant expenses, losses and damage to our reputation.

We are, from time to time, subject to claims and proceedings related to our operations. These claims and legal actions could include supervisory or enforcement actions by our regulators, criminal proceedings by prosecutorial authorities, or civil claims by our customers, former customers, contractual counterparties, and current and former employees. We may also face class action lawsuits for alleged violations of employment, state wage and hour and consumer protection laws. These claims could involve large monetary demands, including civil money penalties or fines imposed by government authorities, and significant defense costs. If such claims and legal actions are brought, and are not resolved in a manner favorable to the Company, they could result in financial liability and/or reputational harm, which could have a material adverse effect on our financial condition and results of operations.

Banking institutions are also increasingly the target of class action lawsuits, most recently claiming deceptive practices or violations of account terms in connection with non-sufficient funds or overdraft charges. In September 2020, we received notice a similar class action had been filed against WaFd Bank, alleging that we have been improperly charging our customers overdraft fees on items re-presented for payment. While we have not been served with this lawsuit to date, we do not believe the claims have merit, and intend to oppose the lawsuit and the certification of the class. However, the results of litigation are inherently unpredictable, and defending against these claims is expected to be time consuming and costly, and could require significant amounts of management time and divert significant resources. If this or another class action lawsuit is determined adversely to us, or we were to enter into a settlement agreement in connection with such a matter, we could be exposed to monetary damages, reputational harm, or subject to limits on our ability to operate our business, which could have an adverse effect on our financial condition, and operating results.

Market and Industry Risks

Our operations are focused in the western United States, subjecting us to the risks of general economic conditions in these market areas.

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Substantially all of the Bank's loans are to individuals, businesses and real estate developers in the Pacific Northwest, Arizona, Utah, Texas, New Mexico and Nevada. As a result, our business depends significantly on general economic conditions in these market areas. A substantial increase in unemployment rates, or severe declines in housing prices and property values in these primary market areas could have a material adverse effect on our business due to a number of factors, including:

•Loan delinquencies may increase.
•Problem assets and foreclosures may increase.
•Demand for the Bank's products and services may decline.
•Collateral for loans made by the Bank, especially real estate, may decline in value, in turn reducing a customer's borrowing power and reducing the value of assets and collateral associated with the loans.
•Natural disasters and catastrophic events such as wildfires, floods and earthquakes may damage or destroy collateral for loans made by the Bank and negatively impact the collateral’s value and a customer’s ability to repay loans.

A downturn in the real estate market would hurt our business.

The Bank’s business activities and credit exposure are concentrated in real estate lending. The market for real estate is cyclical and the outlook for this sector is uncertain. A downturn in the real estate market, accompanied by falling values and increased foreclosures would hurt our business because a large majority of our loans are secured by real estate.

If a significant decline in market values occurs, the collateral for loans will provide decreasing levels of security. As a result, our ability to recover the principal amount due on defaulted loans by selling the underlying real estate will be diminished, and we will be more likely to suffer losses on defaulted loans.

We own real estate as a result of foreclosures resulting from non-performing loans. If other lenders or borrowers liquidate significant amounts of real estate in a rapid or disorderly fashion, or if the FDIC elects to dispose of significant amounts of real estate from failed financial institutions in a similar fashion, it could have an adverse effect on the values of the properties owned by the Company by depressing the value of these real estate holdings. In such a case, we may incur further write-downs and charge-offs, which could, in turn, adversely affect our business, financial condition and results of operations.

We may suffer losses in our loan portfolio due to inadequate or faulty underwriting and loan collection practices.

There are risks inherent in any loan portfolio, which we attempt to address by adhering to specific underwriting and loan collection practices. Underwriting practices often include analysis of a borrower's prior credit history; financial statements; tax returns; cash flow projections; valuation of collateral; personal guarantees of loans to businesses; and verification of liquid assets. If the underwriting process fails to capture accurate information or proves to be inadequate, we may incur losses on loans that appeared to meet our underwriting criteria, and those losses may exceed the amounts set aside as reserves in the allowance for credit losses. Loan collection resources may be expanded to meet increases in nonperforming loans resulting from economic downturns or to service any loans acquired, resulting in higher loan administration costs. We are also exposed to the risk of improper documentation of foreclosure proceedings that would also increase the cost of collection.

Our systems, technology and digital capabilities may not provide the desired results, which may expose us to significant risks.

In many instances, the Bank’s products and services to customers are dependent upon third-party vendors, who provide necessary or critical services and support. Any disruption of such services, or an unplanned termination of a third-party license or service agreement related thereto, could adversely affect our ability to provide and service products which our customers need or demand.

In recent years, we have made a significant ongoing investment to enhance our technology capabilities with the objectives of enhancing customer experience, growing revenue and improving operating efficiency over time. There is a risk that these investments may not provide the anticipated benefits and/or will prove significantly more costly and time consuming to produce. If this occurs, we may see a loss of customers, and our financial results and ability to execute on our strategic plan may be adversely impacted.

Our business is subject to interest rate risk, and changes in market interest rates may negatively affect our business, financial condition and results of operations.

Our primary source of income is net interest income, which is the difference between the interest income generated by interest-earning assets and the interest expense generated by interest-bearing liabilities. The level of net interest income is a function of the average balances of interest-earning assets and interest-bearing liabilities and the spread between the amounts of the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and the mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by such external factors as the local economy, competition for loans and deposits, the monetary policy of the Federal Open Market Committee of the Federal Reserve Board
37


of Governors (the “FOMC”) and market interest rates. Management is unable to predict these external factors, including the fluctuations of market interest rates, which are affected by many drivers, including inflation, recession, unemployment, monetary policy, domestic and international disorder, instability in domestic and foreign financial markets and investor and consumer demand.

Furthermore, movements in interest rates, the pace at which such movements occur and the volume and mix of our interest-bearing assets and liabilities influence the level of net interest income. The cost of customer deposits is largely based on short-term interest rates, the level of which is driven by the FOMC. However, the yields generated by long-term loans, such as single-family residential and multifamily mortgage loans, and securities are typically driven by longer-term (10 year) interest rates, which are set by the market and vary from day to day. During the last few years, the Federal Reserve's unprecedented involvement in the purchase of assets, commonly known as "quantitative easing," has caused interest rates to be lower than they would have been without such involvement. The COVID-19 pandemic has led the Federal Reserve to reverse its unwinding of quantitative easing and instead dramatically increase their non-traditional activites. These activities supress long-term interest rates and could lead to unforseen consequences.

If the interest rates on interest-bearing liabilities increase at a faster pace than the interest rates on interest-earning assets, the result could be a reduction in our net interest income and with it, a reduction in earnings. The same could be true if interest rates on interest-earning assets decline faster than the rates on interest-bearing liabilities. Net interest income and earnings would be similarly impacted were the interest rates on interest-earning assets to decline more quickly than the interest rates on interest-bearing liabilities. In addition, changes in interest rates could affect the Bank's ability to originate loans and attract and retain deposits; the fair values of its securities and other financial assets; the fair values of its liabilities; and the average lives of its loan and securities portfolios. Additionally, decreases in interest rates could lead to increased loan refinancing activity, which, in turn, would alter the balance of our interest-earning assets and impact net interest income. Increases in interest rates could reduce loan refinancing activity, which could result in compression of the spread between loan yields and more quickly rising funding rates.

We may also be exposed to movements in market rates to a degree not experienced by other financial institutions, as a result of our significant portfolio of fixed-rate single-family home loans, which are longer-term in nature than the customer accounts and borrowed money that constitute our liabilities.

Our liquidity may be adversely impacted by issues arising from certain industry deficiencies in foreclosure practices, including delays and challenges in the foreclosure process.

Foreclosure process issues and the potential legal and regulatory responses to them could negatively impact the process and timing to completion of foreclosures for residential mortgage lenders, including the Bank. Foreclosure timelines have increased in recent years due to, among other reasons, delays associated with the significant increase in the number of foreclosure cases as a result of economic downturns, additional consumer protection initiatives related to the foreclosure process and voluntary or mandatory programs intended to permit or require lenders to consider loan modifications or other alternatives to foreclosure. In addition, due to the COVID-19 emergency, certain states in which we do business have enacted temporary stays on evictions and foreclosures, or instituted a right to forbearance for homeowners experiencing financial hardship. Should these stays or rights to forbearance continue, we may be limited in our inability to take timely possession of real estate assets collateralizing loans, which may increase our loan losses. Increases in the foreclosure timeline may also have an adverse effect on collateral values and the our ability to minimize our losses.

The replacement of the LIBOR benchmark interest rate may have an impact on the our business, financial condition or results of operations.

Certain loans made by us and financing extended to us are made at variable rates that use LIBOR as a benchmark for establishing the interest rate. In addition, we also have investments and interest rate derivatives that reference LIBOR. On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. In the United States, efforts to identify a set of alternative U.S. dollar reference interest rates are ongoing, and the Alternative Reference Rate Committee ("ARRC") has recommended the use of a Secured Overnight Funding Rate ("SOFR"). SOFR is different from LIBOR in that it is a backward looking secured rate rather than a forward looking unsecured rate. These differences could lead to a greater disconnect between the Bank's costs to raise funds for SOFR as compared to LIBOR. The implementation of a substitute index or indices for the calculation of interest rates under our loan agreements with our borrowers may incur significant expenses in effecting the transition, may result in reduced loan balances if borrowers do not accept the substitute index or indices, and may result in disputes or litigation with customers over the appropriateness or comparability to LIBOR of the substitute index or indices, which could have an adverse effect on our results of operations. These reforms may cause LIBOR to cease to exist, new methods of calculating LIBOR to be established or the establishment of multiple alternative reference rate(s). These consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us.

Our ability to originate mortgage loans has been adversely affected by the increased competition resulting from the involvement of the U.S. Government, the Federal Reserve and Government-Sponsored Enterprises (“GSEs”) in the residential mortgage market.
38



Over the past few years, we have faced increased competition for mortgage loans due to the increased involvement of the GSEs in the mortgage market, which has caused interest rates for thirty year fixed-rate mortgage loans that conform to GSE guidelines to remain artificially low. Mortgage loan repayments on one-to-four family residential properties have been elevated, and it is possible that these mortgage loan repayments will outpace our loan production as a result of this competition, making it difficult for us to grow our mortgage loan portfolio and balance sheet, and having an adverse effect on our business.

The Bank faces strong competition from other financial institutions and new market participants, offering services similar to those offered by the Bank.

Many competitors offer the same types of loans and deposit services that the Company offers. These competitors include other national banks, savings associations, community banks, credit unions and other financial intermediaries. In particular, our competitors include national banks and major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns. Additionally, recent technological breakthroughs have made it possible for other non-traditional competitors to enter the marketplace and compete for traditional banking services. Increased competition within our geographic market area may result in reduced loan originations and deposits. Ultimately, competition from current and future competitors may affect our business materially and adversely.

Security Ownership Risks

Our ability to pay dividends is subject to limitations that may affect our ability to continue to pay dividends to Shareholders.

We are a separate legal entity from our bank subsidiary and do not have significant operations of our own. The availability of dividends from the Bank is limited by the Bank's earnings and capital, as well as various statutes and regulations. It is possible, depending upon the financial condition of the Bank and other factors, that the Bank may not be able to pay dividends to the Company. If the Bank is unable to pay dividends to the Company, then we may not be able to pay dividends on our common stock to our shareholders. Our stock price may be negatively affected by our inability to pay dividends, which will have an adverse impact on both the Company and our shareholders.

The market price for our common stock may be volatile.

The market price of our common stock could fluctuate substantially in the future in response to a number of factors, including those discussed below. The market price of our common stock has in the past fluctuated significantly, and is currently trading near its 52-week low. We expect to see additional volatility in the financial markets due to the uncertainty of COVID-19, and if the results of the recent presidential election continue to be disrupted. Some additional factors that may cause the price of our common stock to fluctuate include:

•general conditions in the financial markets and real estate markets
•macro-economic and political conditions in the United States
•variations in the operating results of the Company and our competitors
•events affecting other companies that the market deems comparable to the Company
•changes in securities analysts' estimates of our future performance and the future performance of our competitors
•announcements by the Company or our competitors of mergers, acquisitions and strategic partnerships
•additions or departure of key personnel
•the presence or absence of short selling of the Company's common stock
•future sales by us of our common stock or debt securities

The stock markets in general have experienced substantial price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. These broad market fluctuations are expected to continue for the near future, and may adversely affect the trading price of our common stock.

There may be future sales or other dilution of the Company's equity, which may adversely affect the market price of our common stock.

We are not restricted from issuing additional shares of common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The issuance of any additional shares of common or of preferred stock or convertible securities or the exercise of such securities could be substantially dilutive to existing shareholders. For instance, exercise of the warrant issued to the U.S. Treasury in connection with our participation in the Capital Purchase Program diluted the value of our common stock. We may also elect to use common stock to fund new acquisitions, which will dilute existing shareholders. Holders of our common stock have no preemptive rights that entitle
39


holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

We rely, in part, on external financing to fund our operations and the unavailability of such funding in the future could adversely impact our growth and prospects.

We rely on customer deposits, advances from the FHLB of Des Moines and other borrowings to fund our operations. Management has historically been able to replace maturing deposits, if desired; however we may not be able to replace such funds at any given point in time if our financial condition or market conditions change or if the cost of doing so might adversely affect our business, financial condition and results of operations.

Although we consider current sources of funds adequate for our liquidity needs, we may seek additional debt in the future to achieve our long-term business objectives. Such borrowings, if sought, may not be available to us or, if available, may not be on favorable terms. If additional financing sources are unavailable or are not available on reasonable terms, our business, financial condition and results of operations may be adversely affected.

A person holding our common stock could have the voting power of their shares of common stock on all matters significantly reduced under Washington's anti-takeover statutes, if the person acquires 10% or more of the voting stock of the Company.

We are incorporated in the state of Washington and subject to Washington state law. Some provisions of Washington state law could interfere with or restrict takeover bids or other change-in-control events affecting us. For example, Chapter 23B.19 of the Washington Business Corporation Act, with limited exceptions, prohibits a “target corporation” from engaging in specified “significant business transactions” for a period of five years after the share acquisition by an acquiring person, unless:
▪the prohibited transaction or the acquiring person's purchase of shares was approved by a majority of the members of the target corporation's board of directors prior to the acquiring person's share acquisition; or
▪the prohibited transaction was both approved by the majority of the members of the target corporation's board and authorized at a shareholder meeting by at least two-thirds of the outstanding voting shares (excluding the acquiring person's shares) at or subsequent to the acquiring person's share acquisition. An acquiring person is defined as a person or group of persons that beneficially own 10% or more of the voting securities of the target corporation. Such prohibited transactions include, among other things:
•certain mergers, or consolidations with, disposition of assets to, or issuances of stock to or redemption of stock from, the acquiring person;
•termination of 5% or more of the employees of the target corporation as a result of the acquiring person's acquisition of 10% or more of the shares;
•allowing the acquiring person to receive any disproportionate benefit as a shareholder; and
•liquidating or dissolving the target corporation.

After the five-year period, certain “significant business transactions” are permitted, if they comply with certain “fair price” provisions of the statute or are approved by a majority of the outstanding shares other than those of which the acquiring person has beneficial ownership. As a Washington corporation, the Company is not permitted to “opt out” of this statute.



Item 1B.              Unresolved Staff Comments
None.
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Item 2.                 Properties

The Company owns the building in which its principal executive offices are located in Seattle, Washington. The following table sets forth certain information concerning the Company's other properties, including bank branches and administrative centers.
 
September 30, 2020Property
LocationNumber of OfficesOwnedLeased (1)Net Book Value (2)
    (In thousands)
Washington81 65 16 $120,821 
Idaho24 20 4 36,374 
Oregon47 37 10 36,543 
Utah10 6 4 6,172 
Arizona31 24 7 22,145 
Texas7 2 5 4,125 
New Mexico26 24 2 21,999 
Nevada12 6 6 4,626 
Total238 184 54 $252,805 
 ___________________________
(1)    The leases have varying terms expiring from 2020 through 2070, including renewal options.
(2)    Amount represents the net book value of all land, property and equipment owned by the Company and the book value of leasehold improvements, where applicable.

The Company evaluates on a continuing basis the suitability and adequacy of its offices, both branches and administrative centers, and has opened, relocated, remodeled or closed them as necessary to maintain efficient and attractive premises. The net investment in premises, equipment and leaseholds was $252,805,000 at September 30, 2020.

Item 3.                 Legal Proceedings
The Company and its consolidated subsidiaries are involved in legal proceedings occurring in the ordinary course of business that in the aggregate are believed by management to be immaterial to the financial statements of the Company. The effects of legal proceedings did not have a material impact on the Company's consolidated financial statements.

Item 4.                 Mine Safety Disclosures
None.
41


PART II

Item 5.                 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

The information required by this item is set forth in the 2020 Annual Report to Shareholders, which is included herein as Exhibit 13.

Issuer Purchases of Equity Securities

The Company’s stock repurchase program was publicly announced by the board of directors on February 3, 1995 and has no expiration date. Under this program, a total of 66,956,264 shares of the Company’s common stock have been authorized for repurchase. The following table shows the share repurchases made for the three months ended September 30, 2020.
PeriodTotal Number of
Shares Purchased
 Average Price
Paid Per Share
 Total Number of
Shares Purchased
as Part of  Publicly
Announced Plan
Maximum
Number of Shares
That May Yet Be
Purchased Under
the Plan at the
End of the Period
July 1, 2020 to July 31, 2020— $— — 4,627,393 
August 1, 2020 to August 31, 2020162 23.34 162 4,627,231 
September 1, 2020 to September 30, 2020— — — 4,627,231 
Total162   $23.34   162 4,627,231 


Item 6.                 Selected Financial Data
The information required by this item is set forth in the 2020 Annual Report and is incorporated herein by reference.

Item 7.                 Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information required by this item is set forth in the 2020 Annual Report and is incorporated herein by reference.

Item 7A.              Quantitative and Qualitative Disclosures About Market Risk
The information required herein is incorporated by reference to the section titled Interest Rate Risk within this Form 10-K.

Item 8.                 Financial Statements and Supplementary Data
The information required by this item is set forth in the 2020 Annual Report and is incorporated herein by reference.

Item 9.                 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A.              Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2020, the Company carried out an evaluation, under the supervision and participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective 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 time periods specified in SEC rules and forms and were effective to ensure that such information is accumulated and communicated to the
42


Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting practices in the United States of America.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2020. In making the assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 version of its Internal Control-Integrated Framework. Based on its assessment, the Company’s management believes that as of September 30, 2020, the Company’s internal control over financial reporting was effective based on this criteria.

The Company’s independent auditors, Deloitte & Touche LLP, an independent registered public accounting firm, have issued an audit report on the Company’s internal control over financial reporting, which is incorporated by reference and set forth in the 2020 Annual Report.
There have been no changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.              Other Information

None.

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PART III

Item 10.              Directors, Executive Officers and Corporate Governance
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference. The Company’s annual meeting of Shareholders is set to be held on January 26, 2021.
The Company has adopted a code of ethics that applies to all senior financial officers, including its Chief Executive Officer and Chief Financial Officer. The code of ethics is publicly available on the Company’s website at www.wafdbank.com. If the Company makes any substantive amendments to the code of ethics or grants any waiver from a provision of the code, it will disclose the nature of such amendment or waiver on its website or in a report on Form 8-K.

Item 11.              Executive Compensation
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference.

Item 12.              Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference.

Item 13.              Certain Relationships and Related Transactions and Director Independence
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference.

Item 14.              Principal Accounting Fees and Services
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference.

44


PART IV

Item 15.              Exhibits and Financial Statement Schedules
(a)(1) The following financial statements are incorporated herein by reference in the sections immediately following the Selected Financial Data of the Annual Report.
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Condition as of September 30, 2020 and 2019
Consolidated Statements of Operations for each of the years in the three-year period ended September 30, 2020
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended September 30, 2020
Consolidated Statements of Shareholders’ Equity for each of the years in the three-year period ended September 30, 2020
Consolidated Statements of Cash Flows for each of the years in the three-year period ended September 30, 2020
Notes to Consolidated Financial Statements
(a)(2) There are no financial statement schedules filed herewith.
(a)(3) The following exhibits are filed as part of this report, and this list includes the Exhibit Index:
 
No.ExhibitPage/
Footnote
(1)
(2)
(3)
(4)
(4)
(4)
(5)
(6)
101Financial Statements from the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 formatted in iXBRL
 ___________________
*Management contract or compensation plan
(1)Incorporated by reference from the Registrant's Form 10-Q filed with the SEC on May 3, 2016.
(2)Incorporated by reference from the Registrant's Form 8-K filed with the SEC on November 20, 2020
(3)Incorporated by reference from the Registrant's Form 10-K filed with the SEC on November 21, 2016.
(4)Incorporated by reference from the Registrant's Form 8-K filed with the SEC on October 24, 2016.
(5)Incorporated by reference from the Registrant's Form 8-K filed with the SEC on August 19, 2015.
45


(6)Incorporated by reference from the Registrant's Form 8-K filed with the SEC on January 24, 2017.
46


Item 16.              Form 10-K Summary
Not applicable.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
 
WASHINGTON FEDERAL, INC.
November 23, 2020By:
/S/    BRENT J. BEARDALL        
Brent J. Beardall, President and Chief Executive Officer

47


Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 

/s/ Brent J. Beardall
November 23, 2020
Brent J. Beardall
Director, President and Chief Executive Officer
(Principal Executive Officer)

/s/ Vincent L. Beatty
November 23, 2020
Vincent L. Beatty
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ Cory D. Stewart
November 23, 2020
Cory D. Stewart
Senior Vice President and Principal Accounting Officer
(Principal Accounting Officer)

/s/ Thomas J. Kelley
November 23, 2020
Thomas J. Kelley, Chairman of the Board

/s/ Linda S. Brower
November 23, 2020
Linda S. Brower, Director

/s/ Stephen M. Graham
November 23, 2020
Stephen M. Graham, Director

/s/ David K. Grant
November 23, 2020
David K. Grant, Director

/s/ S. Steven Singh
November 23, 2020
S. Steven Singh, Director

/s/ Barbara L. Smith
November 23, 2020
Barbara L. Smith, Director

/s/ Mark N. Tabbutt
November 23, 2020
Mark N. Tabbutt, Director

  /s/ Randall H. Talbot
November 23, 2020
Randall H. Talbot, Director



48
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK OF REGISTRANT REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of Washington Federal, Inc.’s capital stock is based on and qualified by our Restated Articles of Incorporation (“Articles”) and our Amended and Restated Bylaws (“Bylaws”). For a complete description of the terms and provisions of our capital stock, including our common stock, please refer to our Articles and Bylaws, both of which are filed as exhibits to this Annual Report on Form 10-K, and the applicable provisions of the Washington Business Corporation Act, Title 23B of the Revised Code of Washington. Our Articles authorize the issuance of up to 300,000,000 shares of common stock, par value $1.00 per share ( “Common Stock”) and 5,000,000 shares of serial preferred stock, $1.00 par value per share (the “Preferred Stock”). The rights, preferences, privileges and restrictions of the preferred stock may be established from time to time by our board of directors. As of the close of business on September 30, 2020, there were no shares of preferred stock issued and outstanding. Common Stock All outstanding shares of our common stock are fully paid and nonassessable. Voting Rights: Each holder of common stock is entitled to one vote for each share held on all matters to be voted upon by the shareholders, other than the election of directors. At each election of directors every shareholder entitled to vote has the right to vote, in person or by proxy, the number of shares owned by him or her for as many persons as there are directors to be elected. A shareholder may also cumulate his or her votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of his or her shares shall equal, or by distributing such votes on the same principle among any number of candidates. Dividend Rights: Holders of common stock are entitled to receive ratably the dividends, if any, that are declared from time to time by the board of directors out of funds legally available for that purpose. Liquidation Rights: In the event of a liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share in our assets remaining after the payment of liabilities. Other Rights. Holders of common stock have no preemptive or subscription rights to subscribe for additional shares of our capital stock. Holders of our common stock have no conversion or exchange rights. Holders of common stock may act by unanimous written consent. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock that our board of directors may designate in the future. Listing: Our common stock trades on the Nasdaq Stock Market under the symbol “WAFD”.


 
Exhibit 4.1 Effect of Certain Provisions of our Amended and Restated Articles of Incorporation and Bylaws and the Washington Anti-Takeover Statute Provisions of our restated articles of incorporation and amended and restated bylaws may have the effect of deterring or delaying attempts by our shareholders to remove or replace management, to commence proxy contests, or to effect changes in control. These provisions include: • our board of directors is classified into three classes of directors; • procedures for advance notification of shareholder nominations and proposals; • the ability of our board of directors to amend our bylaws without shareholder approval; and • the ability of our board of directors to issue up to 5,000,000 shares of preferred stock without shareholder approval upon the terms and conditions and with the rights, preferences, privileges and restrictions that the board of directors may determine. In addition, as a Washington corporation, we are subject to Chapter 23B.19 of the Washington Business Corporation Act, which imposes restrictions on certain transactions between a corporation and certain significant shareholders. These provisions, alone or together, could have the effect of deterring or delaying changes in our incumbent management, proxy contests or changes in control. Error! Unknown document property name.


 
WASHINGTON FEDERAL, INC. 2020 INCENTIVE PLAN ARTICLE I ESTABLISHMENT OF THE PLAN Washington Federal, Inc. (the “Corporation”) hereby establishes this 2020 Incentive Plan (the “Plan”) upon the terms and conditions hereinafter stated. Upon the adoption and effective date of the Plan, the Washington Federal, Inc. 2011 Incentive Plan shall be terminated and no further awards shall be made under the 2011 Incentive Plan. ARTICLE II PURPOSE OF THE PLAN The purpose of the Plan is to improve the growth and profitability of the Corporation and its Affiliates by attracting and retaining qualified Eligible Persons, providing them with the opportunity to acquire a proprietary interest in the Corporation as an incentive to contribute to the success of the Corporation and its Affiliates, and rewarding them for outstanding performance and the attainment of targeted goals. ARTICLE III DEFINITIONS 3.01 “Affiliate” means a corporation, partnership, business trust, limited liability company, or other form of business organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which is owned by the Corporation, either directly or indirectly, and any other entity, designated by the Committee, in which the Corporation has a significant interest. 3.02 “Award” means a grant of an Option, Restricted Shares, a Performance Award, or an Other Stock-Based Award granted pursuant to the terms of this Plan. 3.03 “Award Agreement” means the agreement or other document (including Board or Committee resolutions) evidencing the grant of an Award hereunder that shall be in such form as the Committee may specify. The Committee in its discretion may, but need not, require a Participant to sign an Award Agreement. 3.04 “Board” means the Board of Directors of the Corporation. 3.05 “Cause” has the meaning set forth in Section 4.03 of the Plan. 3.06 “Change in Control” has the meaning set forth in Section 8.03 of the Plan. Approved January 22, 2020 Page 1


 
3.07 “Code” means the Internal Revenue Code of 1986, as amended from time to time or any successor statute thereto, together with any rules and regulations promulgated thereunder or with respect thereto. 3.08 “Committee” means the Compensation Committee of the Board of Directors appointed by the Board pursuant to Article IV hereof, none of whom shall be an Employee of the Corporation or an Affiliate, and each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. Notwithstanding the foregoing, “Committee” means the Board for purposes of granting Awards to members of the Board who are not Employees and administering the Plan with respect to those Awards, unless the Board determines otherwise. 3.09 “Common Stock” means shares of the common stock, $1.00 par value per share, of the Corporation. 3.10 “Disability” means, except to the extent otherwise provided in an Award Agreement, any physical or mental impairment which qualifies a Participant for disability benefits under the applicable long-term disability plan maintained by the Corporation or an Affiliate, or, if no such plan applies, which would qualify such Participant for disability benefits under the long-term disability plan maintained by the Corporation if such Participant were covered by that plan. 3.11 “Effective Date” means the date of stockholder approval of the Plan. 3.12 “Eligible Person” means any person who is (a) an Employee, (b) a member of the Board or the board of directors of an Affiliate, or (c) a consultant, or independent contractor to the Corporation or an Affiliate. 3.13 “Employee” means any person who is employed by the Corporation or an Affiliate (as determined by the Committee in its discretion). 3.14 “Exchange Act” means the Securities Exchange Act of 1934, as in effect and as amended from time to time, or any successor statute thereto, together with any rules and regulations promulgated thereunder or with respect thereto. 3.15 “Fair Market Value” shall be equal to the fair market value per share of the Corporation’s Common Stock on the date an Award is granted (or other applicable date). For purposes hereof, the Fair Market Value of a share of Common Stock shall be the closing sale price on the date in question of a share of Common Stock on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, but is traded on an automated dealer quotation system, the closing sale price with respect to a share of such stock on the date in question on the automated dealer quotation system. 3.16 “Incentive Stock Option” means any Option granted under this Plan which the Board intends (at the time it is granted) to be (and specifically designates as) an incentive stock option within the meaning of Section 422 of the Code. Approved January 22, 2020 Page 2


 
3.17 “Nonqualified Option” means any Option granted under this Plan which is not an Incentive Stock Option. 3.18 “Option” means a right granted under Article VIII of the Plan to purchase Common Stock. 3.19 “Other Stock-Based Award” means an Award granted pursuant to Section 10.03 of the Plan. 3.20 “Participant” means any Eligible Person who is selected from time-to-time to receive an Award under the Plan. 3.21 “Performance Award” means a performance award granted pursuant to Section 10.02 of the Plan. 3.22 “Performance Goals” means performance goals that the Committee establishes, which may be based on satisfactory internal or external audits, achievement of balance sheet or income statement objectives, cash flow, customer satisfaction metrics, dividend payments, earnings (including before or after taxes, interest, depreciation, and amortization), earnings growth, earnings per share; economic value added, expenses, improvement of financial ratings, internal rate of return, market share, net asset value, net income, net operating gross margin, net operating profit after taxes, net sales growth, operating income, operating margin, pro forma income, regulatory compliance, return measures (including return on assets, designated assets, capital, capital employed, equity, or stockholder equity, and return versus the Corporation’s cost of capital), revenues, sales, stock price (including growth measures and total stockholder return), comparison to stock market indices, implementation or completion of one or more projects or transactions (including mergers, acquisitions, dispositions, and restructurings), working capital, or any other objective goals that the Committee establishes. Performance Goals may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Performance Goals may be particular to an Eligible Person or the department, branch, Affiliate, or division in which the Eligible Person works, or may be based on the performance of the Corporation, one or more Affiliates, or the Corporation and one or more Affiliates, and may cover such period as the Committee may specify. 3.23 “Restricted Shares” means restricted shares of Common Stock granted pursuant to Article IX of the Plan. 3.24 “Section 422 Employee” means an Employee who is employed by the Corporation or a “parent corporation” or “subsidiary corporation” (each as defined in Sections 424(e) and (f) of the Code) with respect to the Corporation, including a “parent corporation” or “subsidiary corporation” that becomes such after adoption of the Plan. 3.25 “Service” means, if the Participant is (a) an Employee (as determined by the Committee in its discretion), the Participant’s service as an Employee of the Corporation and/or any of its Affiliates, (b) a member of the Board or the board of directors of an Affiliate but not an Employee (as determined by the Committee in its discretion), the Participant’s service as a member of such Board or board of directors, or (c) a consultant or independent contractor to the Corporation or any of its Affiliates (as determined by the Committee in its discretion) and is not Approved January 22, 2020 Page 3


 
described in the preceding clause (b), the Participant’s service as a consultant or independent contractor to the Corporation and/or any of its Affiliates. Except as otherwise provided in an Award Agreement, a Participant’s Service shall not be treated as having terminated if the capacity in which the Participant provides Service, as described in the preceding sentence, changes, provided that the Participant’s Service is continuous notwithstanding such change. 3.26 “Share” means a share of Common Stock. 3.27 “Ten-Percent Stockholder” means a Section 422 Employee who (applying the rules of Section 424(d) of the Code) owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or a “parent corporation” or “subsidiary corporation” (each as defined in Sections 424(e) and (f) of the Code) with respect to the Corporation. ARTICLE IV ADMINISTRATION OF THE PLAN 4.01 Duties of the Committee. The Plan and Awards shall be administered and interpreted by the Committee as appointed from time to time by the Board pursuant to Section 4.02 of the Plan. The Committee shall have all of the powers allocated to it in this and other Sections of the Plan. The interpretation and construction by the Committee of any provisions of the Plan or of any Award granted under it shall be final and binding. The Committee shall act by vote or written consent of its members. Subject to the express provisions and limitations of the Plan, the Committee may adopt such rules, regulations and procedures as it deems appropriate for the conduct of its affairs. It may appoint one of its members to be chairman and any person, whether or not a member, to be its secretary or agent. The Committee shall report its actions and decisions to the Board at appropriate times but in no event less than one time per fiscal year. The Committee may designate persons other than members of the Committee to carry out the day-to- day ministerial administration of the Plan under such conditions and limitations as it may prescribe. In addition, the Board may delegate authority under the Plan to one or more senior executive officers of the Company with respect to a fixed number of Awards to be granted to Eligible Persons under the limits specifically prescribed by the Board; provided, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Exchange Act) or to any “officer” of the Company (as defined by Rule 16a-1(f) under the Exchange Act). 4.02 Role of the Board. The members of the Committee shall be appointed by, and will serve at the pleasure of, the Board. The Board from time to time may remove members from, or add members to, the Committee. 4.03 Revocation for Misconduct. The Board may by resolution immediately revoke, rescind and terminate any Award or portion thereof, to the extent not yet vested, previously granted or awarded under this Plan to a Participant if the Corporation or an Affiliate finds Cause to do so, which, for purposes hereof, shall mean a finding of or a termination for personal Approved January 22, 2020 Page 4


 
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. 4.04 Limitation on Liability. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Awards granted under it. If a member of the Board or the Committee is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by him in such capacity under or with respect to the Plan, the Corporation shall indemnify such member against all liabilities and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the member in connection with such action, suit or proceeding if the member acted in good faith and in a manner the member reasonably believed to be in the best interests of the Corporation and its Affiliates and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Nothing herein is intended to limit the rights of indemnification the Board or Committee members may have pursuant to the Corporation’s by-laws or Articles of Incorporation. 4.05 Compliance with Law and Regulations. The Awards granted hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. The Corporation shall not be required to issue or deliver any certificates for Shares prior to the completion of any registration or qualification of or obtaining of consents or approvals with respect to such shares under any federal or state law or any rule or regulation of any government body, which the Corporation shall, in its sole discretion, determine to be necessary or advisable. Moreover, no Option or may be exercised and no Shares shall be issued pursuant to the terms of an Award if the exercise or issuance of such Shares would be contrary to applicable laws and regulations. 4.06 Restriction on Transfer. The Corporation may place a legend upon any certificate representing Shares purchased or received pursuant to an Award granted hereunder noting that the transfer of such Shares may be restricted by applicable laws and regulations. 4.07 Minimum Vesting Period for Certain Awards. Restricted Stock Awards, Performance Awards (to the extent payable in Shares), and Other Stock-Based Awards granted to Employees shall have a vesting period of not less than (a) three (3) years from date of grant (provided that pro rata vesting over such period shall be permitted) if vesting is subject only to continued service with the Company or a Subsidiary and (b) one (1) year from date of grant if vesting is subject to the achievement of one or more performance objectives, subject in each case to accelerated vesting in the event of the death, Disability or retirement of the Participant or a Change in Control to the extent provided in the terms of the Award or the Plan. The restrictions set forth in the preceding sentence shall not apply to Restricted Stock Awards, Performance Awards (to the extent payable in Shares), and Other Stock-Based Awards granted to Employees covering up to 10% of the number of Shares available for the grant of Awards under Article VI of the Plan on the Effective Date. Approved January 22, 2020 Page 5


 
ARTICLE V ELIGIBILITY Awards may be granted only to Eligible Persons. The designation of a person as an Eligible Person shall be left to the discretion of the Committee. Incentive Stock Options may be granted only to Eligible Persons who are Employees. ARTICLE VI COMMON STOCK COVERED BY THE PLAN 6.01 Award Shares; Option Shares. The aggregate number of Shares for which Awards or Incentive Stock Options may be granted under the Plan, subject to adjustment as provided in Article XI shall be 3,200,000. None of such Shares shall be the subject of more than one Award at any time. If any Awards expire unexercised or are forfeited, surrendered, canceled, terminated or settled in cash or other consideration in lieu of Common Stock, the Shares which were theretofore subject (or potentially subject) to such Awards shall again be available for Awards under the Plan to the extent of such expiration, forfeiture, surrender, cancellation, termination or settlement of such Awards. 6.02 Annual Limit. Subject to adjustment as provided in Article XI, the maximum number of Shares with respect to which an Employee may be granted Awards under the Plan (whether settled in Shares or the cash equivalent thereof) during any calendar year is 250,000. 6.03 Source of Shares. The Shares issued under the Plan may be authorized but unissued shares, treasury shares or shares purchased by the Corporation from shareholders in public or private transactions for use under the Plan. ARTICLE VII DETERMINATION OF AWARDS, NUMBER OF SHARES, ETC. The Committee shall, in its discretion, but subject to the terms of the Plan, determine from time to time which Eligible Persons will be granted Awards under the Plan and the terms (which need not be identical) of all Awards, including without limitation, time or time at which Awards are granted, the number of Shares subject to each Award, whether each Option will be an Incentive Stock Option or a Nonqualified Option, the exercise price of such Option, any Performance Goals applicable to Awards, any provisions relating to vesting, and the periods during which Options may be exercised and Restricted Shares shall be subject to restrictions. In making all such determinations there shall be taken into account the duties, responsibilities and performance of each respective Eligible Person, his or her present and potential contributions to the growth and success of the Corporation, his or her salary or other compensation, and such other factors as the Committee shall deem relevant to accomplishing the purposes of the Plan. Approved January 22, 2020 Page 6


 
ARTICLE VIII OPTIONS 8.01 Option Award Agreement. Each Option shall be evidenced by an Award Agreement which shall set forth the total number of Shares to which the Option pertains, the exercise price, whether it is a Nonqualified Option or an Incentive Stock Option, and such other terms, conditions, restrictions and privileges as the Committee in each instance shall deem appropriate, provided they are not inconsistent with the terms, conditions and provisions of the Plan. 8.02 Option Exercise Price. (a) Incentive Stock Options. The per share price at which the subject Common Stock may be purchased upon exercise of an Incentive Stock Option shall be no less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock at the time such Incentive Stock Option is granted, except as provided in Section 8.09(a) below. (b) Nonqualified Options. The per share price at which the subject Common Stock may be purchased upon exercise of a Nonqualified Option shall be no less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock at the time such Nonqualified Option is granted. 8.03 Vesting and Exercise of Options. (a) General Rules. Incentive Stock Options and Nonqualified Options shall become vested and exercisable at the rate and to the extent specified in the Award Agreement. Notwithstanding the foregoing, no vesting shall occur on or after a Participant’s Service is terminated for any reason other than the Participant’s death or Disability, except to the extent provided in Section 8.03(b) or the applicable Award Agreement. In determining the number of Shares with respect to which Options are vested and/or exercisable, fractional Shares will be rounded down to the nearest whole number. (b) Accelerated Vesting Upon Death or Disability. Unless specifically stated otherwise in an Award Agreement, all Options held by a Participant shall become vested and exercisable in full on the date the Participant’s Service terminates because of his or her death or Disability. (c) Accelerated Vesting for Changes in Control. Notwithstanding the general rule described in Section 8.03(a), upon the occurrence of a Change in Control all then outstanding Options held by Participants who have not previously incurred a termination of Service shall become immediately vested and exercisable. A “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Corporation in fact is required to comply with Regulation 14A thereunder; provided that, without limitation, such a change in control shall be deemed to have occurred if: (i) any “person” (within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)(3) and 14(d) thereof), other than the Corporation and employee benefit plans of the Corporation and Approved January 22, 2020 Page 7


 
its Affiliates, is or becomes the “beneficial owner” (as defined in Rule 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 30% or more of the combined voting power of the Corporation’s then outstanding securities (“Voting Power”), (ii) the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation (a “Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction that results in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined Voting Power immediately after such Fundamental Transaction of (A) the Corporation’s outstanding securities, (B) the surviving entity’s outstanding securities, or (C) in the case of a division, the outstanding securities of each entity resulting from the division; or (iii) a majority of members of the Corporation's Board is replaced during any 12- month period by directors whose appointment or election is not endorsed by a majority of the members of the Corporation's Board before the date of the appointment or election. 8.04 Duration of Options. (a) General Rule. Except as provided in Sections 8.04(b) and 8.09, each Option or portion thereof shall be exercisable at any time on or after it vests and becomes exercisable until the earlier of (i) ten (10) years after its date of grant (or such shorter period as may be specified in the Award Agreement), or (ii) three (3) months after termination of the Participant’s Service, unless the Committee in its discretion decides to extend such period of exercise upon termination of Service from three (3) months to a period not exceeding five (5) years. In no event, however, shall any Option be exercisable more than the lesser of ten (10) years from the date it was granted or the original term of the Option. (b) Exceptions for Terminations Due to Death or Disability. If a Participant’s Service is terminated as a result of the Participant’s death or Disability and the Participant has not fully exercised his or her Options, the Participant or the executors, administrators, legatees or distributees of the Participant’s estate shall have the right, during the twelve-month period (or such other period as may be specified in the applicable Award Agreement) following the earlier of the Participant’s death or Disability, to exercise such Options to the extent vested on the date of such death or Disability. In no event, however, shall any Option be exercisable after the expiration of its term. 8.05 Nonassignability. Options shall not be transferable by a Participant except by will or the laws of descent or distribution, and during a Participant’s lifetime shall be exercisable only by such Participant. 8.06 Manner of Exercise. Options may be exercised in part or in whole and at one time or from time to time. The procedures for exercise shall be set forth in the written Award Agreement provided for in Section 8.01 above. 8.07 Payment for Shares. Payment in full of the purchase price for Shares purchased pursuant to the exercise of any Option shall be made to the Corporation upon exercise of the Option. All Shares sold under the Plan shall be fully paid and nonassessable. Payment for Shares upon exercise of an Option may be made by the Participant in cash or, at the discretion of Approved January 22, 2020 Page 8


 
the Committee, by delivering Shares or other property equal in Fair Market Value to the purchase price of the Shares to be acquired pursuant to the Option, by withholding some of the Shares which are being purchased upon exercise of an Option, by any combination of the foregoing, or by any other form of payment acceptable to the Committee. 8.08 Voting and Dividend Rights. No Participant shall have any voting or dividend rights or other rights of a stockholder in respect of any Shares covered by an Option prior to the time that the Participant’s name is recorded on the Corporation’s stockholder ledger as the holder of record of such shares acquired pursuant to an exercise of an Option. 8.09 Additional Terms Applicable to Incentive Stock Options. All Options issued under the Plan as Incentive Stock Options will be subject, in addition to the terms detailed in Sections 8.01-8.08 above, to those contained in this Section 8.09. (a) Limitation of Ten Percent Stockholders. The price at which Shares may be purchased upon exercise of an Incentive Stock Option granted to an individual who, at the time such Incentive Stock Option is granted is a Ten-Percent Stockholder shall be no less than one hundred and ten percent (110%) of the Fair Market Value of a share of the Common Stock of the Corporation at the time of grant, and such Incentive Stock Option shall by its terms not be exercisable after the earlier of the date determined under Section 8.03 or the expiration of five (5) years from the date such Incentive Stock Option is granted. (b) Notice of Disposition. A Participant shall immediately notify the Corporation in writing of any sale, transfer, assignment or other disposition (or action constituting a disqualifying disposition within the meaning of Section 421 of the Code) of any Shares acquired through exercise of an Incentive Stock Option, within two (2) years after the grant of such Incentive Stock Option or within one (1) year after the acquisition of such shares, setting forth the date and manner of disposition, the number of shares disposed of and the price at which such shares were disposed of. ARTICLE IX RESTRICTED SHARES 9.01 Restricted Shares. (a) Terms and Conditions. Grants of Restricted Shares shall be subject to the terms and conditions set forth in this Section 9.01 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement, including terms that condition the vesting of Restricted Shares on the achievement of one or more Performance Goals. Restricted Shares may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of Restricted Shares to be granted to a Participant and the Committee may provide or impose different terms and conditions on any particular Restricted Share grant made to any Participant. With respect to each Participant receiving an Award of Restricted Shares, there shall be issued a stock certificate (or certificates) in respect of such Restricted Shares. Such stock certificate(s) shall be registered in the name of such Participant, Approved January 22, 2020 Page 9


 
shall be accompanied by a stock power duly executed by such Participant, and shall bear, among other required legends, the following legend: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including, without limitation, forfeiture events) contained in the Washington Federal, Inc. 2020 Incentive Plan and an Award Agreement entered into between the registered owner hereof and Washington Federal, Inc. Copies of such Plan and Award Agreement are on file in the office of the Secretary of Washington Federal, Inc., 425 Pike Street, Seattle, Washington 98101. Washington Federal, Inc. will furnish to the recordholder of the certificate without charge and upon written request at its principal place of business, a copy of such Plan and Award Agreement. Washington Federal, Inc. reserves the right to refuse to record the transfer of this certificate until all such restrictions are satisfied, all such terms are complied with and all such conditions are satisfied.” Such stock certificate evidencing such shares shall, in the sole discretion of the Committee, be deposited with and held in custody by the Corporation until the restrictions thereon shall have lapsed and all of the terms and conditions applicable to such grant shall have been satisfied. (b) Restricted Share Grants. A grant of Restricted Shares is an Award of shares of Common Stock granted to a Participant, subject to such restrictions, terms and conditions as the Committee deems appropriate, including, without limitation, (1) restrictions on the sale, assignment, transfer, hypothecation or other disposition of such shares, (2) the requirement that the Participant deposit such shares with the Corporation while such shares are subject to such restrictions, and (3) the requirement that such shares be forfeited upon termination of Service for specified reasons within a specified period of time or for other reasons (including, without limitation, the failure to achieve designated Performance Goals). Each Award of Restricted Shares under the Plan shall be evidenced by an Award Agreement in a form specified by the Committee and setting forth the restrictions, terms, and conditions of the Award. (c) Restriction Period. In accordance with Sections 9.01(a) and 9.01(b) of the Plan and unless otherwise determined by the Committee (in its sole discretion) at any time and from time to time, Restricted Shares shall only become unrestricted and vested in the Participant in accordance with such vesting schedule relating to such Restricted Shares, if any, as the Committee may establish in the relevant Award Agreement (the “Restriction Period”). During the Restriction Period, such stock shall be and remain unvested and a Participant may not sell, assign, transfer, pledge, encumber or otherwise dispose of or hypothecate such Award. Upon satisfaction of the vesting schedule and any other applicable restrictions, terms and conditions, the Participant shall be entitled to receive payment of the Restricted Shares or a portion thereof; as the case may be, as provided in Section 9.01(d) of the Plan. (d) Payment of Restricted Share Grants. After the satisfaction and/or lapse of the restrictions, terms and conditions established by the Committee in respect of a grant of Restricted Shares, a new certificate, without the legend set forth in Section 9.01(a) of the Plan, Approved January 22, 2020 Page 10


 
for the number of shares of Common Stock which are no longer subject to such restrictions, terms and conditions shall, as soon as practicable thereafter, be delivered to the Participant. (e) Shareholder Rights. A Participant shall have, with respect to the shares of Common Stock underlying a grant of Restricted Shares, all of the rights of a shareholder of such stock (except such rights as are limited or restricted under the Plan or in the relevant Award Agreement). Any stock dividends paid in respect of unvested Restricted Shares shall be treated as additional Restricted Shares and shall be subject to the same restrictions and other terms and conditions that apply to the unvested Restricted Shares in respect of which such stock dividends are issued. (f) Accelerated Vesting for Change in Control. Unless otherwise provided in the applicable Award Agreement, all restrictions, terms and conditions applicable to all Restricted Shares then outstanding shall be deemed lapsed and satisfied as of the date of a Change in Control. ARTICLE X OTHER AWARDS 10.01 Performance Awards. Each Performance Award granted under the Plan shall be evidenced by an Award Agreement that (a) provides for the payment of cash or issuance of Shares to a Participant contingent upon the attainment of one or more specified Performance Goals over such period as the Committee may specify, and (b) contains such other terms and conditions as the Committee may specify. If the terms of a Performance Award provide for payment in the form of Shares, for purposes of Section 6.02, the Performance Award shall be deemed to cover a number of Shares equal to the maximum number of Shares that may be issued upon payment of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a calendar year shall not exceed $2,000,000. 10.02 Other Stock-Based Awards. The Committee may in its discretion grant stock- based awards (including awards based on dividends) of a type other than those otherwise provided for in the Plan, including the offer for sale or issuance of unrestricted Shares. Other Stock-Based Awards shall cover such number of Shares and have such terms and conditions as the Committee shall determine, including terms that condition the payment or vesting the Other Stock-Based Award upon the achievement of one or more Performance Goals. 10.03 Dividends and Dividend Equivalents. The terms of an Award, other than an Option, may provide a Participant with the right, subject to such terms and conditions as the Committee may specify, to receive dividend payments or dividend equivalent payments with respect to Shares covered by such Award, which payments (a) may be either made currently or credited to an account established for the Participant, (b) may be made contingent upon the achievement of one or more Performance Goals, and (c) may be settled in cash or Shares, as determined by the Committee; provided, however, that in no event shall any dividends or dividend equivalents be paid out with respect to any unvested performance Awards. Approved January 22, 2020 Page 11


 
ARTICLE XI CHANGES IN CAPITALIZATION AND OTHER MATTERS 11.01 No Corporate Action Restriction. The existence of the Plan, any Award Agreement and/or the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Corporation to make or authorize (a) any adjustment, recapitalization, reorganization or other changes in the Corporation’s or any Affiliate’s capital structure or its business, (b) any merger, consolidation or change in the ownership of the Corporation or any Affiliate, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Corporation’s or any Affiliate’s capital stock or the rights thereof, (d) any dissolution or liquidation of the Corporation or any Affiliate, (e) any sale or transfer of all or any part of the Corporation’s or any Affiliate’s assets or business, or (f) any other corporate act or proceeding by the Corporation or any Affiliate. No Participant, beneficiary or any other person shall have any claim against any member of the Board or the Committee, the Corporation or any Affiliate, or any Employees, officers, shareholders or agents of the Corporation or any Affiliate, as a result of any such action. 11.02 Recapitalization Adjustments. In the event that the Board determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, Change in Control or exchange of Common Stock or other securities of the Corporation, or other corporate transaction or event affects the Common Stock such that an adjustment is determined by the Board to be necessary in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, the Board shall make an equitable adjustment to any or all of (i) the number of Shares or other securities of the Corporation (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the number of Shares or other securities of the Corporation (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the exercise price with respect to any Stock Option, or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award. 11.03 Mergers. If the Corporation enters into or is involved in any merger, reorganization, Change in Control or other business combination with any person or entity (a “Merger Event”), the Board may, prior to such Merger Event and effective upon such Merger Event, take such action as it deems appropriate, including, but not limited to, replacing an Award with a substitute award in respect of the shares, other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any Award as of the date of the consummation of the Merger Event. Upon receipt by an affected Participant of any such substitute award (or payment) as a result of any such Merger Event, such Participant’s affected Awards for which such substitute awards were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Participant. Notwithstanding anything to the contrary in the Plan, if any Merger Event or Change in Control occurs, the Corporation shall have the right, but not the obligation, to cancel all or a portion of each Participant’s Awards and to pay to each affected Participant in connection Approved January 22, 2020 Page 12


 
with the cancellation of each such Award, an amount equal to the fair value of the Award. The fair value of an Option shall be deemed to be the excess, if any, of the Fair Market Value of the Shares covered by the Option over the aggregate exercise price of the Option (it being understood that, in such event, if an Option has a per share exercise price that is equal to, or in excess of, the Fair Market Value of a Share, the Option will be cancelled and terminated without payment or consideration therefor). 11.04 Fractional Shares. No fractional shares or securities shall be issued pursuant to any adjustment made pursuant to this Article XI, and any fractional shares or securities resulting from any such adjustment shall be eliminated by rounding downward to the nearest whole share or security. All determinations required to be made under this Article XI shall be made by the Committee in its discretion and shall be final and binding. 11.05 Code Section 409A. Unless an Award approved by the Committee provides otherwise, each Award granted under this Plan is intended to meet the requirements for exclusion from coverage under Code Section 409A. If the Committee provides than an Award shall be subject to Code Section 409A, then, notwithstanding the other provisions of this Article XI, the Committee may provide in the Award Agreement for such changes as the Committee may deem necessary in order for such Award to comply with Code Section 409A. ARTICLE XII AMENDMENT AND TERMINATION OF THE PLAN The Board may, by resolution, at any time terminate, amend or revise the Plan with respect to any Shares as to which Awards have not been granted, subject to any required stockholder approval or any stockholder approval which the Board may deem to be advisable for any reason, such as for the purpose of obtaining or retaining any statutory or regulatory benefits under tax, securities or other laws or satisfying any applicable stock exchange listing requirements. Subject to the terms and conditions of the Plan, the Committee may modify the terms of any outstanding Awards; provided, however, that (a) no modification of an Award shall, without the consent of the Participant, alter or impair any of the Participant’s rights or obligations under such Award, and (b) subject to Article XI, in no event may an Option be (i) modified to reduce the exercise price of the Option or (ii) cancelled or surrendered in consideration for cash, other Awards, or the grant of a new Option with a lower exercise price. ARTICLE XIII SERVICE Neither the Plan nor the grant of any Awards hereunder nor any action taken by the Committee or the Board in connection with the Plan shall give any Eligible Person any right to be retained in the Service of the Corporation or any Affiliate. Approved January 22, 2020 Page 13


 
ARTICLE XIV WITHHOLDING The Corporation shall have the right to deduct from any payment or settlement under the Plan, including, without limitation, the exercise of any Stock Option, or the delivery, transfer or vesting of any Common Stock or Restricted Shares, any federal, state, local or other taxes of any kind which the Committee, in its sole discretion, deems necessary to be withheld to comply with the Code and/or any other applicable law, rule or regulation. Shares of Common Stock may be used to satisfy any such tax withholding. Such Common Stock shall be valued based on the Fair Market Value of such stock as of the date the tax withholding is required to be made, such date to be determined by the Committee. In addition, the Corporation shall have the right to require payment from a Participant to cover any applicable withholding or other employment taxes due upon any payment or settlement under the Plan. ARTICLE XV EFFECTIVE DATE OF THE PLAN; TERM 15.01 Effective Date of the Plan. This Plan shall become effective on the Effective Date, and Awards may be granted hereunder on or after the Effective Date and prior to the termination of the Plan. 15.02 Term of Plan. Unless sooner terminated, the Plan shall remain in effect for a period of five (5) years ending on the fifth anniversary of the Effective Date. Termination of the Plan shall not affect any Awards previously granted and such Awards shall remain valid and in effect until they have been fully exercised or earned, are surrendered or by their terms expire or are forfeited. ARTICLE XVI MISCELLANEOUS 16.01 Governing Law. To the extent not governed by federal law, this Plan shall be construed under the laws of the State of Washington. 16.02 Pronouns. Whenever appropriate, the masculine pronoun shall include the feminine pronoun, and the singular shall include the plural. 16.03 Certificates. Notwithstanding anything to the contrary herein, to the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Shares, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or automated dealer quotation system on which the Shares are traded. Approved January 22, 2020 Page 14


 
FORM OF RESTRICTED STOCK GRANT AGREEMENT WASHINGTON FEDERAL, INC. (2020 Incentive Plan) THIS AGREEMENT is made this ___________ (hereinafter referred to as the “Date of Grant”) by and between Washington Federal, Inc. (the “Company”) and __________________, an employee of the Company (the “Employee”). WHEREAS, the employee is currently the –__________________________ of the Company; and WHEREAS, the Company desires to grant the Employee _________ shares of restricted common stock, as described herein, pursuant to the Washington Federal, Inc. 2020 Incentive Plan (the “Plan”) Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. NOW, THEREFORE, in consideration of the mutual covenant hereinafter set forth and for other good and valuable consideration, the Company and the Employee agree as follows: 1. Restricted Stock Grant. The Company hereby grants to Employee an award consisting of a total of [____]shares of common stock, $1.00 par value per share, of the Company, upon the terms and conditions contained in this Agreement and the Plan (“Restricted Stock Award”). 2. Restriction Period. The maximum restriction period applicable to the Restricted Stock Award granted hereunder is ten (10) years, except as otherwise provided herein. [Time based vesting: 20% of the shares of Restricted Stock vest on each anniversary of the Grant Date (to be modified if different vesting schedule applies)] [Performance based vesting: Performance Conditions to be set by the Compensation Committee. Performance conditions may be based on one or more business criteria that apply to Employee or Company and may include, by way of example and without limitation, earnings per share, total shareholder return, return on equity, net income, net revenue, net loans, share price performance, asset performance, expense level improvement, or implementing or completion of critical projects.] If the service of the Employee is terminated prior to the date any Restricted Stock Award is vested for any reason (except as specifically provided in Sections 3 and 4 below), the Employee shall forfeit the right to any shares of the Restricted Stock Award that have not theretofore been earned and vested. Any stock dividends paid in respect of unvested Restricted Stock Award shall be treated as additional Restricted Stock and shall be subject to the same restrictions and other terms and conditions that apply to the unvested Restricted Stock in respect of which such stock dividends are issued. 3. Death and Disability. Notwithstanding Section 2 above, all shares of the Restricted Stock Award shall be deemed to be vested and unrestricted and shall be distributed to the Employee or his heirs, as applicable, in the event that the service of the Employee terminates due to death or “Disability,” as defined in the Plan, as of the Employee’s last day of service with the Company. 4. Change in Control. Notwithstanding Section 2 above, all shares of the Restricted Stock Award shall be deemed to be vested and unrestricted and shall be distributed to the Employee in the


 
event of a “Change in Control” of the Company, as defined in the Plan, as of the effective date of such Change in Control. 5. Delivery of Stock. Whenever shares of the Restricted Stock Award are released from restriction, the Company shall, subject to the implementation of an arrangement between the Company and the Employee to effect all necessary tax withholdings, deliver a certificate to the Employee or issue to the Employee in uncertificated or book entry form for such unrestricted shares, reflecting any applicable restrictions under federal securities laws. The Company shall follow all requisite procedures to deliver such shares to the Employee; provided, however, that such delivery may be postponed to enable the Company to comply with any applicable procedures, regulation or listing requirements of any governmental agency, stock exchange or regulatory agency. 6. Shareholders Rights. Employee will not be paid cash dividends on unvested shares of the Restricted Stock Award until such shares have vested as set forth herein. Employee shall have the same voting rights with respect to unvested Restricted Shares as holders of Common Stock. 7. Employment at Will. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE PLAN, AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OR SERVICE WITH THE COMPANY FOR ANY PERIOD AT ALL, AND SHALL NOT INTERFERE WITH THE EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE EMPLOYEE’S RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE. By your signature and the Company’s signature below, you and the Company agree that these restricted shares are granted under and governed by the terms and conditions of the Plan, as amended and this Agreement, all of which are attached and made a part of this document. WASHINGTON FEDERAL, INC. EMPLOYEE _____________________________ __________________________ Brent Beardall President & Chief Executive Officer


 
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
2020 ANNUAL REPORT

Table of Contents


1


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
2020 ANNUAL REPORT



BUSINESS DESCRIPTION

Washington Federal Bank, National Association, a federally-insured national bank dba WaFd Bank (the “Bank” or “WaFd Bank”), was founded on April 24, 1917 in Ballard, Washington and is engaged primarily in providing lending, depository, insurance and other banking services to consumers, mid-sized to large businesses, and owners and developers of commercial real estate. Washington Federal, Inc., a Washington corporation (the “Company”), was formed as the Bank’s holding company in November, 1994. As used throughout this document, the terms “Washington Federal” or the “Company” refer to the Company and its consolidated subsidiaries, including the Bank, and the term “Bank” refers to the operating subsidiary, Washington Federal Bank, National Association. The Company is headquartered in Seattle, Washington.

On November 9, 1982 the Company listed and began trading on the NASDAQ. Profitable operations have been recorded every year since and the Company ranks in the top 15% of the 100 largest publicly traded U.S. banks in terms of common equity tier 1 capital strength. As of September 30, 2020, the stock traded at 56 times its original 1982 offering price, has paid 150 consecutive quarterly cash dividends and has returned 10,114% total shareholder return to those who invested 37 years ago.
Over the years, the Company has expanded to serve banking clients across much of the western United States. While much has changed since its founding, one constant has been the commitment to doing business with integrity, serving our communities and treating employees, clients and investors fairly.
We strive toward having a powerful and diverse team of employees, knowing we are better together with our combined wisdom and intellect. With a commitment to equality, inclusion and workplace diversity, we focus on understanding, accepting, and valuing the differences between people. To accomplish this, we have established a Diversity & Inclusion Advisory Council made up of 15 employee representatives throughout our footprint. We continued our commitment to equal employment opportunity through a robust affirmative action plan which includes annual compensation analyses and ongoing reviews of our selection and hiring practices alongside a continued focus on building and maintaining a diverse workforce.
Corporate Social and Environmental Responsibility
We recognize the social and environmental responsibility that arises from the impact of our activities on peoples’ lives and society as a whole. The Company's Corporate and Social Environmental Policy integrates social, environmental and ethical concerns into our daily business activities and our approach to stakeholder relationships. Below is a summary of our community activities in 2020.
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
2020 ANNUAL REPORT


FINANCIAL HIGHLIGHTS
As of and for the year end September 30,20202019% Change
(In thousands, except per share and ratio data)
Assets$18,794,055 $16,474,910 +14.1%
Cash and cash equivalents1,702,977 419,158 +306.3
Investment securities1,281,240 503,183 +154.6
Loans receivable, net12,792,317 11,930,575 +7.2
Mortgage-backed securities1,674,090 2,426,039 (31.0)
Customer deposits13,779,624 11,990,764 +14.9
FHLB advances and other borrowings2,700,000 2,250,000 +20.0
Shareholders’ equity2,014,133 2,032,995 (0.9)
Net income173,438 210,256 (17.5)
Diluted earnings per share2.26 2.61 (13.4)
Dividends per share0.87 0.79 +10.1
Shareholders’ equity per share26.61 25.79 +3.2
Shares outstanding75,689 78,841 (4.0)
Return on average shareholders’ equity8.63 %10.46 %(17.5)
Return on average assets1.00 1.28 (21.9)
Efficiency ratio (1) (2)58.99 52.09 +13.2

(1)Calculated as total operating costs divided by net interest income, plus other income (excluding non-operating gains)
(2)Efficiency ratio for the year ended September 30, 2020 excludes the impact of $31,600,000 gain on sales of fixed assets and $5,900,000 impairment charge on computer hardware and software.


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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
2020 ANNUAL REPORT
ANNUAL REPORT 2020


Fellow Shareholder,

Fiscal 2020 was a challenging yet invigorating year for your Company, Washington Federal. Net income for the year was $173,438,000, a 17.5% decrease from the record $210,256,000 generated last year. Earnings per share, perhaps the most important measure of performance for shareholders, decreased to $2.26 per share, 13.4% lower than the previous $2.61 achieved in 2019. As for our stock price, it feels like we are on a seesaw. Two years ago, our stock price was at $32.00, then last year we experienced a nice increase to $36.99. This year, the stock took a significant hit, closing the fiscal year at $20.86. Why this kind of volatility for a bank that has shown consistent profitability for so long? The answer, we believe, is the world-wide pandemic that materialized this past year and the resulting economic fallout, along with continuing speculation as to what the future will hold.

We are pleased to be done with fiscal 2020 and look forward to a bright future. Earnings were down primarily as a result of lower interest rates, increased credit costs and higher operating costs. The Federal Reserve’s lowering of interest rates to near zero resulted in one of the most challenging interest rate environments in our 103-year history. Not only did our floating rate assets reprice downward, but we experienced record prepayment and refinancing of long-term assets. For example, today's market interest rate for 30-year mortgages is at 2.75%, a rate never before seen, and this has impacted top line revenue for both our loans and investments. Next, as a result of the impacts of the COVID-19 pandemic, including record unemployment, there is a great deal of uncertainty regarding future credit quality. In response, we increased our credit loss allowance from $138 million to $192 million, a 39% increase. Lastly, investments we made to improve our client experience, operations and compliance increased operating expenses by $32 million or 11%.

Despite this being an incredibly challenging year, I am very proud of what our team has accomplished and happy to share some of the Company’s achievements. First, we reported record growth in transaction deposit accounts, up $2.7 billion or 38%. Second, our incredible teams produced record loan production of $6.2 billion, up $2.1 billion or 51%. Third, our net promoter score (a measure of how likely our customers are to recommend us to others) improved to 51, up from 17 just four years ago. We are pleased to see our customers appreciate the investments we've made in mobile banking, website and customer services.

Our strategic objective is to significantly change the mix of our deposit accounts, away from higher cost certificates of deposits to lower-cost transaction accounts. In this regard, 2020 was a blockbuster year for the bank. Transaction deposit accounts increased by $2.7 billion or 38%. This is the result of improvements to our product offerings and the opportunity created by the Federal Reserve flooding the market with liquidity in response to the pandemic.

I believe that what we are currently experiencing is a generational opportunity for WaFd Bankers. It is difficult to get a strong business to re-evaluate their banking relationship. Inertia can be a powerful force. The pandemic provided an opportunity for your bank to “walk the talk” and be nimble in working to meet the needs of clients when other banks were indecisive. Tangible results included originating over 6,500 Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans in the span of four weeks. That is even more impressive when one considers we had never previously made an SBA loan and just under 50% of the loans were made to new clients of WaFd. We have already seen substantial benefit in earning new commercial business and believe we will have significant opportunities for years to come.

Looking forward, we have substantial operating leverage. For example, as of September 30, 2020, the $1.7 billion in cash on our balance sheet was earning only 0.10%. If we are able to deploy that into loans (earning 2.75% or better) that would increase net interest income by around 10%. Undoubtedly, there are significant risks on the horizon, including future tax rates, the depth and duration of the recession, and health risks from the COVID-19 pandemic, but on balance we see meaningful opportunities to profitably grow the bank, particularly with strong projected net economic and population growth in the markets we serve.

Our culture is foundational to who we are at WaFd Bank. This year we took action for change to better promote social equity. Your company has formed a Diversity and Inclusion Committee made up of numerous employees that is setting goals to improve social awareness, community outreach and career development. We are old fashioned in the respect that we believe a publicly traded bank can do good in its communities, deliver for its clients and post a solid return for shareholders. The way the bank came together as a team during this tumultuous year was truly impressive. Titles were checked at the door as bankers were working side-by-side, literally fifteen to twenty hours a day, to provide PPP loans to small businesses desperate for funds to keep their people employed during the economic shut down. As a result, we have grateful clients and engaged employees that understand that banking done right is a noble profession.

Let me conclude by saying that there is a bright future for your company. It is my opinion that the market may have oversold bank stocks and left them undervalued. Our stock is trading below tangible book value, indicating investors are clearly worried about future credit costs. The yield on our market capitalization is 10.7%. The last time our stock was trading at these levels (as compared to tangible book value) was during the Great Recession (2008-2010), when we experienced record loan charge-offs. The market may be missing the fact that, unlike the Great Recession when real estate values fell dramatically, real estate values during the pandemic have so far been increasing. Over 83% of our loan portfolio is secured by real estate. At year end,
4


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
2020 ANNUAL REPORT
residential mortgages were our largest loan category with $5.3 billion outstanding, or 37% of the portfolio. Based on recent valuation estimates, we believe that our current loan-to-value ratio is less than 40% on that portfolio. Circumstances may change, but based on what we know today, we do not see near-term significant loan losses coming from our residential real estate loan portfolio.

Due to health concerns, we will be holding a virtual annual shareholder meeting via the Internet this year, on January 26, 2021, at 2 p.m. PST. In the meantime, we invite you to help our business grow and prosper by referring your friends, neighbors, and business associates to WaFd Bank for all their banking needs. We look forward to serving you in the coming new year.


Sincerely,

wfsl-20200930_g2.jpg
Brent J. Beardall
President and Chief Executive Officer




wfsl-20200930_g3.jpg
Back row from left to right: Ryan Mauer, Executive Vice President & Chief Credit Officer; Vince Beatty, Executive Vice President & Chief Financial Officer; Cathy Cooper, Executive Vice President Retail Banking; James Endrizzi, Executive Vice President Commercial Banking
Front row from left to right: Brent Beardall, President & Chief Executive Officer; Kim Robison, Executive Vice President Operations

5

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We make statements in this Annual Report that constitute forward-looking statements. Words such as “expects,” “anticipates,” “believes,” “estimates,” “intends,” “forecasts,” “projects” and other similar expressions, as well as future or conditional verbs such as “will,” “should,” “would” and “could,” are intended to help identify such forward-looking statements. These statements are not historical facts, but instead represent current expectations, plans or forecasts of the Company and are based on the beliefs and assumptions of the management of the Company and the information available to management at the time that these disclosures were prepared. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are not guarantees of future results or performance and involve certain risks, uncertainties and assumptions that are difficult to predict and often are beyond the Company's control. Actual outcomes and results may differ materially from those expressed in, or implied by, the Company's forward-looking statements.
You should not place undue reliance on any forward-looking statement and should consider the following uncertainties and risks, as well as the risks and uncertainties discussed elsewhere in this report, and under "Item 1A. Risk Factors” contained in our Form 10-K for the fiscal year ended September 30, 2020, and in any of the Company's other subsequent Securities and Exchange Commission filings, which could cause our future results to differ materially from the plans, objectives, goals, estimates, intentions and expectations expressed in forward-looking statements:

•a deterioration in economic conditions, including declines in the real estate market and home sale volumes and financial stress on borrowers as a result of the uncertain economic environment;
•the effects of natural or man-made disasters, calamities, or conflicts, including terrorist events and pandemics (such as the COVID-19 pandemic), including on our asset credit quality and business operations, as well as its impact on general economic and financial market conditions;
•the effects of a severe economic downturn, including high unemployment rates and declines in housing prices and property values, in the Company's primary market areas;
•the effects of and changes in monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the U.S. Government, including responses to the COVID-19 pandemic;
•fluctuations in interest rate risk and changes in market interest rates, including risk related to LIBOR reform and risk of negative rates;
•the Company's ability to make accurate assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and the value of the assets securing these loans;
•legislative and regulatory limitations, including those arising under the Dodd-Frank Act and potential limitations in the manner in which the Company conducts its business and undertakes new investments and activities;
•the ability of the Company to obtain external financing to fund its operations or obtain this financing on favorable terms;
•changes in other economic, competitive, governmental, regulatory, and technological factors affecting the Company's markets, assets, liabilities, operations, pricing, products, services and fees;
•the success of the Company at managing the risks involved in the remediation efforts associated with its Bank Secrecy Act ("BSA") program, costs of enhancements to the Bank’s BSA program are greater than anticipated; and governmental authorities undertake enforcement actions or legal proceedings with respect to the Bank’s BSA program beyond those contemplated by the Consent Order, and the potential impact of such matters on the success, timing and ability to pursue the Company’s growth or other business initiatives;
•the success of the Company at managing the risks involved in the remediation efforts associated with its Home Mortgage Disclosure Act (“HMDA”) compliance and reporting, costs of enhancements to the Bank’s HMDA program are greater than anticipated; and governmental authorities undertake enforcement actions or legal proceedings with respect to the Bank’s HMDA program beyond those contemplated by the Consent Orders that have been entered into with the Consumer Financial Protection Bureau (the “CFPB”);
•the success of the Company at managing the risks involved in the foregoing and managing its business; and
•the timing and occurrence or non-occurrence of events that may be subject to circumstances beyond the Company's control.

All forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, changes to future operating results over time, or the impact of circumstances arising after the date the forward-looking statement was made.
6

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Washington Federal Bank, National Association, a federally-insured national bank dba WaFd Bank (the “Bank” or “WaFd Bank”), was founded on April 24, 1917 in Ballard, Washington and is engaged primarily in providing lending, depository, insurance and other banking services to consumers, mid-sized to large businesses, and owners and developers of commercial real estate. Washington Federal, Inc., a Washington corporation (the “Company”), was formed as the Bank’s holding company in November, 1994. As used throughout this document, the terms “Washington Federal” or the “Company” refer to the Company and its consolidated subsidiaries, including the Bank, and the term “Bank” refers to the operating subsidiary, Washington Federal Bank, National Association. The Company is headquartered in Seattle, Washington.
The Company's fiscal year end is September 30. All references to 2020, 2019 and 2018 represent balances as of September 30, 2020, September 30, 2019, and September 30, 2018, or activity for the fiscal years then ended.
CRITICAL ACCOUNTING POLICIES
The Company has determined that the only accounting policy critical to an understanding of its consolidated financial statements relates to the methodology for determining the amount of the allowance for credit losses (“ACL”). The Company maintains an allowance based on the expected credit losses over the contractual life of the loan portfolio as well as unfunded loan commitments. The allowance is based on ongoing, quarterly assessments by management.

The ACL consists of the allowance for loan losses and the reserve for unfunded commitments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASC 326”). The ASC, as amended, is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments that are not accounted for at fair value through net income.

The Company early adopted ASC 326 during its third fiscal quarter of 2020 and based on the application of the modified retrospective method it became effective on October 1, 2019 for all financial assets measured at amortized cost (primarily loans receivable and held-to-maturity debt securities) and off-balance-sheet credit exposures. Results for reporting periods beginning after October 1, 2019 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a decrease to retained earnings of $21,945,000 as of October 1, 2019 for the cumulative effect of adopting ASC 326.

As a result of our adoption of ASC 326, our methodology for estimating the ACL changed significantly from September 30, 2019. The adoption of this standard affects all interim periods for fiscal year 2020, and resulted in an adoption impact as of October 1, 2019 as noted above. The standard replaced the “incurred loss” approach with an “expected loss” approach known as current expected credit loss (“CECL”). The CECL methodology requires an estimate of the credit losses expected over the life of an exposure (or pool of exposures) and it removes the incurred loss methodology’s threshold that delayed the recognition of a credit loss until it was “probable” a loss event was deemed to be “incurred.”

The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. We then consider whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was based. Finally, we consider forecasts about future economic conditions or changes in collateral values that are reasonable and supportable.

Management’s determination of the amount of the ACL is a critical accounting estimate as it requires significant reliance on the credit risk we ascribe to individual borrowers, the use of estimates and significant judgment as to the amount and timing of expected future cash flows on individually evaluated loans, significant reliance on historical loss rates on homogenous portfolios, consideration of our quantitative and qualitative evaluation of past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts.

Going forward, the impact of utilizing the CECL methodology to calculate the ACL will be significantly influenced by the composition, characteristics and quality of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the allowance for credit losses, and therefore, greater volatility in our reported earnings. See Notes A, B, D and E to the Consolidated Financial Statements and
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
the “Asset Quality and Allowance for Credit Losses” section below for more information on loans receivable and the allowance for credit losses.

INTEREST RATE RISK

The primary source of income for the Company is net interest income, which is the difference between the interest income generated by interest-earning assets and the interest expense incurred for interest-bearing liabilities. The level of net interest income is a function of the average balance of interest-earning assets and interest-bearing liabilities and the difference between the yield on earning assets and the cost of interest-bearing liabilities. Both the pricing and mix of the Company's interest-earning assets and interest-bearing liabilities influence these factors. All else being equal, if the interest rates on the Company's interest-bearing liabilities increase at a faster pace than the interest rates on its interest-earning assets, the result would be a reduction in net interest income and with it, a reduction in net earnings.

Based on management's assessment of the current interest rate environment, the Company has taken steps, including growing commercial loans having shorter average lives and transaction deposit accounts, to position itself for changing interest rates.

The Company's balance sheet strategy, in conjunction with controlled operating costs, has allowed the Company to manage interest rate risk, within guidelines established by the Board of Directors, through all interest rate cycles. It is management's objective to grow the dollar amount of net interest income through the rate cycles, acknowledging that there will be some periods of time when that will not be feasible.

Management relies on various measures of interest rate risk, including modeling of changes in the Company's forecasted net interest income under various rate change scenarios, the impact of interest rate changes on the net portfolio value ("NPV") and an asset/liability maturity gap analysis.
Net Interest Income Sensitivity. We estimate the sensitivity of our net interest income to changes in market interest rates using an interest rate simulation model that includes assumptions related to the level of balance sheet growth, deposit repricing characteristics and the rate of prepayments for multiple interest rate change scenarios. Interest rate sensitivity depends on certain repricing characteristics in our interest-earning assets and interest-bearing liabilities, including the maturity structure of assets and liabilities and their repricing characteristics during the periods of changes in market interest rates. The analysis assumes a constant balance sheet. Actual results would 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.

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 would increase by 3.4% in the next year. This compares to an estimated decrease of 1.4% as of the September 30, 2019 analysis. It is noted that a flattening yield curve where the spread between short-term rates and long-term rates decreases would likely result in lower net interest income and vice versa. Management estimates that a gradual increase of 300 basis points in short-term rates and 100 basis points in long-term rates over two years would result in a 1.1% increase in net interest income in the first year and an increase of 3.1% in the second year, assuming a constant balance sheet and no management intervention.

NPV Sensitivity. The NPV is an estimate of the market value of shareholders' equity at a point in time. 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 provides a longer term view of interest rate risk as it incorporates all future expected cash flows. As of September 30, 2020, in the event of an immediate and parallel increase of 200 basis points in interest rates, the NPV is estimated to increase by $141,000,000, or 5.3%, and the NPV-to-total assets ratio to rise to 15.6% from a base of 14.1%. As of September 30, 2019, in the event of an immediate and parallel increase of 200 basis points in interest rates, the NPV was estimated to decline by $257,637,561, or 10.5%, and the NPV-to-total assets ratio to drop to 13.9% from a base of 14.6%. The change in the sensitivity of the NPV ratio to this assumed change in interest rates is primarily due to the decline in interest rates as a result of the Federal Reserve Bank's actions in response to the COVID-19 pandemic and changes in balance sheet mix year over year.

Interest Rate Spread. The interest rate spread is measured as the difference between the rate on interest-earning assets and the rate on interest-bearing liabilities at the end of each period. The interest rate spread was 2.34% at September 30, 2020 and 2.80% at September 30, 2019. As of September 30, 2020, the weighted average rate on interest-earning assets decreased by 107
8

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
basis points to 3.03% compared to September 30, 2019. The lower rate on interest-earning assets is due primarily to the rapid drop in short-term rates by the Federal Reserve Bank in response to the COVID-19 pandemic which resulted in variable rate loans decreasing in yield and repayments of fixed rate loans with higher yields than newly originated loans, as well as prepayments of fixed rate mortgage-backed securities at higher rates than those on newly purchased mortgage-backed securities and other investments. As of September 30, 2020, the weighted average rate on interest-bearing liabilities decreased by 61 basis points to 0.69% compared to September 30, 2019. The lower rate on interest-bearing liabilities is also due primarily to the rapid drop in short-term rates by the Federal Reserve Bank described above. This resulted in a drop in interest rates on customer deposits and short-term FHLB borrowings. The interest rate spread for the last eight fiscal quarters is shown below:

SEP 2020JUN 2020MAR 2020DEC 2019SEP 2019JUN 2019MAR 2019DEC 2018
Interest rate on loans and mortgage-backed securities3.55 %3.62 %4.06 %4.17 %4.25 %4.32 %4.32 %4.28 %
Interest rate on other interest-earning assets0.63 0.73 0.76 2.00 2.10 2.37 2.33 2.25 
Combined, all interest-earning assets3.03 3.21 3.59 4.00 4.10 4.21 4.20 4.17 
Interest rate on customer accounts0.48 0.57 0.77 1.02 1.08 1.13 1.09 0.99 
Interest rate on borrowings1.79 1.49 1.37 2.46 2.49 2.58 2.77 2.75 
Combined cost of funds0.69 0.73 0.89 1.24 1.30 1.39 1.39 1.31 
Interest rate spread2.34 %2.48 %2.70 %2.76 %2.80 %2.82 %2.81 %2.86 %

The chart below shows the volatility of our period end net interest spread (dashed line measured against the right axis) compared to the relatively consistent growth in net interest income (solid line measured against the left axis). The relative consistency of net interest income is accomplished by actively managing the size and composition of the balance sheet through different rate cycles.

wfsl-20200930_g4.jpg


Net Interest Margin. The net interest margin is measured using net interest income divided by average interest-earning assets for the period. The net interest margin decreased to 2.93% for the year ended September 30, 2020, from 3.16% for the year ended September 30, 2019. The yield on interest-earning assets decreased 56 basis points to 3.86% and the cost of interest-
9

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
bearing liabilities decreased by 35 basis points to 1.15%. The lower yield on interest-earning assets is due primarily to the rapid drop in short-term rates by the Federal Reserve Bank in response to the COVID-19 pandemic which resulted in variable rate loans decreasing in yield and repayments on fixed rate loans with higher yields than newly originated loans, as well as prepayments of fixed rate mortgage-backed securities at higher rates than those on newly purchased mortgage-backed securities and other investments. This was also affected by the origination of low-yield SBA Payroll Protection Program ("PPP") loans. The lower cost on interest-bearing liabilities is due primarily to the rapid drop in short-term rates by the Federal Reserve Bank in response to the COVID-19 pandemic which resulted in a drop in interest rates on customer deposits and short-term FHLB borrowings.

For the year ended September 30, 2020, average interest-earning assets increased by 5.6% to $16,050,130,000, up from $15,203,819,000 for the year ended September 30, 2019. During 2020, average loans receivable increased $451,950,000, or 3.8%, while the combined average balances of mortgage-backed securities, other investment securities and cash increased by $394,413,000 or 12.1%. Management views organic loan growth as the highest and best use of capital; thus the focus on primarily growing loans receivable.

During 2020, average interest-bearing customer deposit accounts increased $449,012,000 or 4.4% and the average balance of FHLB borrowings decreased by $1,294,000, or 0.1%, from 2019.

The following table sets forth the information explaining the changes in the net interest income and net interest margin for 2020 compared to the prior year.

Twelve Months Ended September 30, 2020Twelve Months Ended September 30, 2019
 Average BalanceInterestAverage RateAverage BalanceInterestAverage Rate
($ in thousands)($ in thousands)
Assets
Loans receivable$12,266,430 $545,708 4.44 %$11,814,480 $568,096 4.81 %
Mortgage-backed securities2,060,804 49,312 2.39 2,554,653 74,485 2.92 
Cash & investments1,587,602 20,112 1.26 699,340 22,290 3.19 
FHLB & FRB stock135,294 6,133 4.52 135,346 6,595 4.87 
 Total interest-earning assets16,050,130 621,265 3.86 %15,203,819 671,466 4.42 %
Other assets1,254,061 1,160,302 
Total assets$17,304,191 $16,364,121 
Liabilities and Equity
Interest-bearing customer accounts$10,647,044 $100,312 0.94 %$10,198,032 $122,216 1.20 %
FHLB advances2,532,596 51,445 2.03 2,533,890 68,190 2.69 
Other borrowings19 — 0.46 — — — 
Total interest-bearing liabilities13,179,659 151,757 1.15 %12,731,922 190,406 1.50 %
Noninterest-bearing customer accounts1,870,032 1,465,110 
Other liabilities244,203 156,557 
               Total liabilities15,293,894 14,353,589 
Shareholders' equity2,010,297 2,010,532 
Total liabilities and equity$17,304,191 $16,364,121 
Net interest income$469,508 $481,060 
Net interest margin2.93 %3.16 %

10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ASSET QUALITY & ALLOWANCE FOR CREDIT LOSSES
The Company maintains an ACL for the expected credit losses over the contractual life of the loan portfolio as well as unfunded loan commitments. The amount of ACL is based on ongoing, quarterly assessments by management.

The ACL consists of the allowance for loan losses and the reserve for unfunded commitments. The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. We then consider whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period that historical experience was based for each loan type. Finally, we consider forecasts about future economic conditions or changes in collateral values that are reasonable and supportable.

Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its ACL. The Company has designated two loan portfolio segments, commercial loans and consumer loans. These loan portfolio segments are further disaggregated into classes, which represent loans of similar type, risk characteristics, and methods for monitoring and assessing credit risk. The commercial loan portfolio segment is disaggregated into five classes: multi-family, commercial real estate, commercial and industrial, construction, and land acquisition and development. The risk of loss for the commercial loan portfolio segment is generally most indicated by the credit risk rating assigned to each borrower. Commercial loan risk ratings are determined by experienced senior credit officers based on specific facts and circumstances and are subject to periodic review by an independent internal team of credit specialists. The consumer loan portfolio segment is disaggregated into five classes: single-family-residential mortgage, custom construction, consumer lot loans, home equity lines of credit, and other consumer. The risk of loss for the consumer loan portfolio segment is generally most indicated by delinquency status and general economic factors. Each commercial and consumer loan portfolio class may also be further segmented based on risk characteristics.

For most of our loan portfolio classes, the historical loss experience is determined using a cohort methodology. This method pools loans into groups (“cohorts”) sharing similar risk characteristics and tracks each cohort’s net charge-offs over the lives of the loans to calculate a historical loss rate. The historical loss rates for each cohort are then averaged to calculate an overall historical loss rate which is applied to the current loan balance to arrive at the quantitative baseline portion of the allowance for credit losses for the respective loan portfolio class. For certain loan portfolio classes, the Company determined there was not sufficient historical loss information to calculate a meaningful historical loss rate using the cohort methodology. For any such loan portfolio class, the weighted-average remaining maturity (“WARM”) methodology is being utilized until sufficient historical loss data is obtained. The WARM method multiplies an average annual loss rate by the expected remaining life of the loan pool to arrive at the quantitative baseline portion of the allowance for credit losses for the respective loan portfolio class.

The Company also considers qualitative adjustments to the historical loss rate for each loan portfolio class. The qualitative adjustments for each loan class are split into two components: 1) asset or class specific risk characteristics or current conditions at the reporting date related to portfolio credit quality, remaining payments, volume and nature, credit culture and management, business environment or other management factors as compared to the periods for which historical loss experience was used to arrive at the quantitative portion of the ACL and 2) reasonable and supportable forecast of future economic conditions and collateral values.

The Company performs a quarterly asset quality review which includes a review of forecasted gross charge-offs and recoveries, nonperforming assets, criticized loans, risk rating migration, delinquencies, etc. The asset quality review is performed by management and the results are used to consider a qualitative overlay to the quantitative baseline. The second qualitative adjustment noted above, economic conditions and collateral values, encompasses a one-year reasonable and supportable forecast period. The overlay adjustment for the reasonable and supportable forecast assumes an immediate reversion after the one-year forecast period to historical loss rates for the remaining life of the respective loan pool.

When management deems it to be appropriate, the Company establishes a specific reserve for individually evaluated loans that do not share similar risk characteristics with the loans included in each respective loan pool. These individually evaluated loans are removed from their respective pools and typically represent collateral dependent loans but may also include other non-performing loans or troubled debt restructurings (“TDRs”). In addition, the Company individually evaluates “reasonably
11

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
expected” TDRs, which are identified by the Company as a loan expected to be classified as a TDR within the next six months. Management judgment is utilized to make this determination.

The allowance for loan losses increased by $35,421,000, or 26.93%, from $131,534,000 as of September 30, 2019, to $166,955,000 at September 30, 2020. As of September 30, 2020, the allowance of $166,955,000 is for loans that are evaluated on a pooled basis, which was comprised of $115,457,000 related to the quantitative component and $51,498,000 related to management's qualitative overlays.

As a result of the adoption of ASC 326 in 2020, which had an effective date of October 1, 2019, there is a lack of comparability in both the reserves and provisions for credit losses for the periods presented. Results for reporting periods beginning after October 1, 2019 are presented using the CECL methodology, while comparative period information continues to be reported in accordance with the incurred loss methodology in effect for prior fiscal years. The following table shows the Company’s allowance for credit losses.
September 30, 2019
(Before ASC 326 Adoption)
CECL Adoption ImpactOctober 1, 2019September 30, 2020
(In thousands)
Allowance for credit losses:
Commercial loans
   Multi-family$7,391 $3,013 $10,404 $13,853 
   Commercial real estate13,170 (146)13,024 22,516 
   Commercial & industrial31,450 785 32,235 38,665 
   Construction32,304 (9,536)22,768 24,156 
   Land - acquisition & development9,155 1,749 10,904 10,733 
      Total commercial loans93,470 (4,135)89,335 109,923 
Consumer loans
   Single-family residential30,988 16,783 47,771 45,186 
   Construction - custom1,369 1,511 2,880 3,555 
   Land - consumer lot loans2,143 492 2,635 2,729 
   HELOC1,103 945 2,048 2,571 
   Consumer2,461 2,154 4,615 2,991 
      Total consumer loans38,064 21,885 59,949 57,032 
Total allowance for loan losses131,534 17,750 149,284 166,955 
Reserve for unfunded commitments6,900 10,750 17,650 25,000 
Total allowance for credit losses$138,434 $28,500 $166,934 $191,955 

The reserve for unfunded commitments represents the expected lifetime credit losses on off-balance sheet obligations such as commitments to extend credit and standby letters of credit. However, a liability is not recognized for commitments that are unconditionally cancellable by the Company. The reserve for unfunded commitments is determined by estimating future draws, including the effects of risk mitigation actions, and applying the expected loss rates on those draws. Loss rates are estimated by utilizing the same loss rates calculated for the allowance for credit losses related to the respective loan portfolio class. Unfunded commitments tend to vary depending on the Company's loan mix and the proportionate share of commercial loans. The reserve for unfunded loan commitments was $25,000,000 as of September 30, 2020, compared to $6,900,000 as of September 30, 2019.
The Company recorded a provision for credit losses of $21,750,000 in 2020 due primarily to the COVID-19 pandemic including estimated impacts to the energy, hospitality, restaurant and senior living industries. For the year ended September 30, 2020, net recoveries were $3,271,000, compared to $3,577,000 in the prior year. No allowance was recorded as of September 30, 2020 for the $745,081,000 of PPP loans, which are included in the commercial & industrial loan category, due to the
12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
government guarantee. The ratio of the total ACL to total gross loans was 1.33% as of September 30, 2020, and 1.04% as of September 30, 2019. Management believes the total ACL is sufficient to absorb estimated losses inherent in the portfolio of loans and unfunded commitments.
The recovery of the carrying value of loans is susceptible to future market conditions beyond the Company's control, which may result in losses or recoveries differing from those estimated.
Troubled debt restructured loans (TDRs). TDRs are reserved for under the Company's CECL methodology. Most TDRs are performing and accruing 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. The concession for these loans is typically a payment reduction through a rate reduction of 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.
The balance of outstanding TDRs decreased to $91,408,000 as of September 30, 2020, from $121,677,000 as of September 30, 2019. As of September 30, 2020, 97.4% of TDR loans were performing. During 2020, there were additions of $424,000 and reductions of $30,693,000 due to prepayments and transfers to real estate owned ("REO"). As of September 30, 2020, 93.6% of TDRs are comprised of single-family residential loans.
Concessions for construction, land A&D and multi-family loans are typically an extension of maturity combined with a rate reduction of normally 100 basis points. Before granting approval to modify a loan in a TDR, a borrower’s ability to repay is considered by evaluating current income levels, debt-to-income ratio, credit score, loan payment history and an updated evaluation of the secondary repayment source.
If a loan is on non-accrual status before becoming a TDR, it will stay on non-accrual status following restructuring until it has been performing for at least six months, at which point it may be moved to accrual status. If a loan is on accrual status before it becomes a TDR, and it is concluded that a full repayment is highly probable, it will remain on accrual status following restructuring. If the homogeneous restructured loan does not perform, it is placed in non-accrual status when it is 90 days delinquent. For commercial loans, six consecutive payments on newly restructured loan terms are required prior to returning the loan to accrual status. After the required six consecutive payments are made, a management assessment may conclude that collection of the entire principal and interest due is still in doubt. In those instances, the loan will remain on non-accrual. 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 CECL methodology. Any modified loan that re-defaults and is charged-off would impact the quantitative component of the CECL methodology.
Non-performing assets. Non-performing assets were $37,695,000, or 0.20% of total assets, at September 30, 2020, compared to $43,826,000, or 0.27% of total assets, at September 30, 2019.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides detail related to the Company's non-performing assets.
 September 30,  
Non-Performing Assets20202019$ Change% Change
 (In thousands) 
Non-accrual loans:
Multi-family$— $— $— — %
Commercial real estate3,771 5,835 (2,064)(35.4)
Commercial & industrial329 1,292 (963)(74.5)
Construction1,669 — 1,669 100.0 
Land - acquisition & development— 169 (169)(100.0)
Single-family residential22,431 25,271 (2,840)(11.2)
Construction - custom— — — — %
Land - consumer lot loans243 246 (3)(1.2)
HELOC553 907 (354)(39.0)
Consumer60 11 49 445.5 
Total non-accrual loans29,056 33,731 (4,675)(13.9)
Real estate owned4,966 6,781 (1,815)(26.8)
Other property owned3,673 3,314 359 10.8 
Total non-performing assets$37,695 $43,826 $(6,131)(14.0)%
The ratio of the allowance for loan losses to non-accrual loans increased to 575% as of September 30, 2020, from 390% as of September 30, 2019.

14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

The principal sources of funds for the Company's activities are loan repayments (including prepayments), net deposit inflows, repayments and sales of investments, borrowings and retained earnings. The Company's principal sources of revenue are interest on loans and interest and dividends on investments.
The Company's shareholders' equity at September 30, 2020, was $2,014,133,000, or 10.72% of total assets, as compared to $2,032,995,000, or 12.34% of total assets, at September 30, 2019. The Company's shareholders' equity was impacted in the year by net income of $173,438,000, the payment of $66,496,000 in cash dividends, $112,133,000 of treasury stock purchases, as well as other comprehensive income of $1,661,000. The Company paid out 38.3% of its 2020 earnings in cash dividends to common shareholders, compared with 30.1% last year. For the year ended September 30, 2020, the Company returned 103% of net income to shareholders in the form of cash dividends and share repurchases as compared to 89% for the year ended September 30, 2019. Share repurchases were temporarily suspended during 2020 due to the COVID-19 pandemic. Management believes the Company's strong net worth position allows it to manage balance sheet risk and provide the capital support needed for controlled growth in a regulated environment.
The Bank has a credit line with the Federal Home Loan Bank of Des Moines ("FHLB") up to 45% of total assets depending on specific collateral eligibility. This line provides a substantial source of additional liquidity if needed. As of September 30, 2020, the Bank had $1,375,553,000 of additional borrowing capacity at the FHLB.

The Bank has entered into borrowing agreements with the FHLB to borrow funds under a short-term floating rate cash management advance program and fixed-rate term advance agreements. All borrowings are secured by stock of the FHLB, deposits with the FHLB, and a blanket pledge of qualifying loans receivable as provided in the agreements with the FHLB. The Bank is also eligible to borrow under the Federal Reserve Bank's primary credit program.
The Company's cash and cash equivalents were $1,702,977,000 at September 30, 2020, which is a 306.3% increase from the balance of $419,158,000 as of September 30, 2019. This increase was primarily due to the $1,788,860,000 increase in customer deposits. See “Changes in Financial Condition” below and the “Statement of Cash Flows” included in the financial statements for additional details regarding this change.

15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CHANGES IN FINANCIAL CONDITION
Cash and cash equivalents: Cash and cash equivalents increased to $1,702,977,000 at September 30, 2020, as compared to $419,158,000 at September 30, 2019. The change was primarily due to the $1,788,860,000 increase in customer accounts.
Available-for-sale investment securities: Available-for-sale securities increased $763,750,000, or 51.4%, during the year ended September 30, 2020, to $2,249,492,000, primarily due to $374,680,000 of securities reclassified from held-to-maturity pursuant to the adoption of ASU 2019-04 and purchases of $1,064,815,000, partially offset by principal repayments of $493,402,000 and sales of $204,351,000. As of September 30, 2020, the Company had a net unrealized gain on available-for-sale securities of $39,393,000, which is recorded net of tax as part of shareholders' equity.
The Company adopted ASC 326 and the CECL model effective on October 1, 2019 with application to all interim periods in fiscal year 2020. Substantially all of the Company’s available-for-sale debt securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. The Company does not believe that any of its available-for-sale debt securities had credit loss impairment upon adoption of ASC 326 on October 1, 2019 or as of September 30, 2020, therefore, no allowance was recorded. The impact going forward will depend on the composition, characteristics, and credit quality of the loan and securities portfolios as well as the economic conditions at future reporting periods.
Held-to-maturity investment securities: Held-to-maturity securities decreased by $737,642,000, or 51.1%, during the year ended September 30, 2020, to $705,838,000 primarily due to $374,680,000 of securities reclassified to available-for-sale pursuant to the adoption of ASU 2019-04 and principal repayments and maturities of $356,532,000. There were no held-to-maturity securities purchased or sold during the year ended September 30, 2020. Rising interest rates may cause these securities to be subject to unrealized losses. As of September 30, 2020, the net unrealized gain on held-to-maturity securities was $21,530,000, which management attributes to the change of interest rates since acquisition.
The Company adopted ASC 326 and the CECL model effective on October 1, 2019 with application to all interim periods in fiscal year 2020. Substantially all of the Company’s held-to-maturity debt securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. The Company did not record an allowance for credit losses for held-to-maturity securities upon adoption of ASC 326 or as of September 30, 2020 as the investment portfolio consists primarily of U.S. government agency mortgage-backed securities that management deems to have immaterial risk of loss. The impact going forward will depend on the composition, characteristics, and credit quality of the loan and securities portfolios as well as the economic conditions at future reporting periods.
Loans receivable: Loans receivable, net of related contra accounts, increased $861,742,000, or 7.2%, to $12,792,317,000 at September 30, 2020, from $11,930,575,000 one year earlier. This increase resulted primarily from originations of $6,220,600,000 and loan repayments of $5,096,622,000 during the year ended September 30, 2020. Commercial loan originations accounted for 73.7% of total originations and consumer originations were 26.3% as the Company continues to focus on commercial lending, coupled with growing economies in all major markets in which we operate.
The following table presents loan balances by category and the year-over-year change.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 September 30, 2020September 30, 2019Change
 ($ in thousands)($ in thousands)$%
Gross loans by category
Commercial loans
   Multi-family$1,538,762 10.6 %$1,422,674 10.7 %$116,088 8.2%
   Commercial real estate1,895,086 13.1 1,631,170 12.3 263,916 16.2
   Commercial & industrial (1)2,132,160 14.7 1,268,695 9.5 863,465 68.1
   Construction2,403,276 16.6 2,038,052 15.3 365,224 17.9
    Land - acquisition & development193,745 1.3 204,107 1.5 (10,362)(5.1)
       Total commercial loans8,163,029 56.3 6,564,698 49.3 1,598,331 24.3
Consumer loans
Single-family residential5,304,689 36.7 5,835,194 43.8 (530,505)(9.1)
Construction - custom674,879 4.7 540,741 4.1 134,138 24.8
Land - consumer lot loans102,263 0.7 99,694 0.7 2,569 2.6
   HELOC139,703 1.0 142,178 1.1 (2,475)(1.7)
   Consumer83,159 0.6 129,883 1.0 (46,724)(36.0)
       Total consumer loans6,304,693 43.7 6,747,690 50.7 (442,997)(6.6)
Total gross loans14,467,722 100 %13,312,388 100 %1,155,334 8.7%
   Less:
      Allowance for loan losses166,955 131,534 35,421 26.9
      Loans in process1,456,072 1,201,341 254,731 21.2
      Net deferred fees, costs and discounts52,378 48,938 3,440 7.0
Total loan contra accounts1,675,405 1,381,813 293,592 21.2
Net loans$12,792,317 $11,930,575 $861,742 7.2%
(1) Includes $762,004,000 of SBA Payroll Protection Program loans as of September 30, 2020.
The following table shows the change in the geographic distribution by state of the loan portfolio.
September 30,20202019Change
Washington40.0 %42.7 %(2.7)
Oregon17.9 16.6 1.3 
Arizona11.7 11.9 (0.2)
Utah6.5 7.5 (1.0)
Texas8.1 7.4 0.7 
New Mexico5.6 5.3 0.3 
Idaho4.8 4.8 — 
Nevada3.3 2.1 1.2 
Other (1)2.1 1.7 0.4 
100 %100 %
(1) Includes loans from outside of our eight state footprint.

Allowance for credit losses: As a result of the adoption of ASC 326 in 2020, which had an effective date of October 1, 2019, there is a lack of comparability in both the reserves and provisions for credit losses for the periods presented. Results for reporting periods beginning after October 1, 2019 are presented using the CECL methodology, while comparative period information continues to be reported in accordance with the incurred loss methodology in effect for prior fiscal years. The following table shows the Company’s allowance for credit losses.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
September 30, 2019
(Before ASC 326 Adoption)
CECL Adoption ImpactOctober 1, 2019September 30, 2020
(In thousands)
Allowance for credit losses:
Commercial loans
   Multi-family$7,391 $3,013 $10,404 $13,853 
   Commercial real estate13,170 (146)13,024 22,516 
   Commercial & industrial31,450 785 32,235 38,665 
   Construction32,304 (9,536)22,768 24,156 
   Land - acquisition & development9,155 1,749 10,904 10,733 
      Total commercial loans93,470 (4,135)89,335 109,923 
Consumer loans
   Single-family residential30,988 16,783 47,771 45,186 
   Construction - custom1,369 1,511 2,880 3,555 
   Land - consumer lot loans2,143 492 2,635 2,729 
   HELOC1,103 945 2,048 2,571 
   Consumer2,461 2,154 4,615 2,991 
      Total consumer loans38,064 21,885 59,949 57,032 
Total allowance for loan losses131,534 17,750 149,284 166,955 
Reserve for unfunded commitments6,900 10,750 17,650 25,000 
Total allowance for credit losses$138,434 $28,500 $166,934 $191,955 

No allowance was recorded as of September 30, 2020 for the $745,081,000 of PPP loans, which are included in commercial & industrial, due to the government guarantee. Unfunded commitments tend to vary depending on our loan mix and the proportional share of commercial loans. The reserve for unfunded commitments was $25,000,000 as of September 30, 2020, which is an increase from $6,900,000 at September 30, 2019. Management believes the allowance for credit losses of $191,955,000, or 1.33% of gross loans, is sufficient to absorb estimated losses inherent in the portfolio of loans and unfunded commitments. See Note E and Note M for further details of the allowance for loan losses and reserve for unfunded commitments as of and for the year ended September 30, 2020.

Non-performing assets: NPAs decreased to $37,695,000 as of September 30, 2020, from $43,826,000 at September 30, 2019, a 14.0% decrease. The decrease was primarily a result of a $4,675,000 decrease in non-accrual loans and real estate owned declining by $1,815,000. Other property owned of $3,673,000 as of September 30, 2020 is comprised of $897,000 of equipment acquired through foreclosure on a commercial loan and a $2,776,000 government guarantee related to that same loan. Non-performing assets as a percentage of total assets was 0.20% at September 30, 2020, compared to 0.27% at September 30, 2019.

Troubled debt restructured loans ("TDRs"): Total TDRs declined to $91,408,000 as of September 30, 2020, from $121,677,000 as of September 30, 2019. As of September 30, 2020, $89,072,000 or 97.4% of TDRs were performing. Non-performing TDRs of $2,336,000 are included in NPAs. Total NPAs and performing TDRs as a percent of total assets has declined to 0.67% as of September 30, 2020, from 0.97% as of September 30, 2019.

CARES Act loan modifications: The Company is actively working with its borrowers to provide loan payment deferrals as a result of the COVID-19 pandemic. Pursuant to the CARES Act, these loan modifications are not accounted for as TDRs. A total of 1,502 loans were approved for deferrals of which 823 had resumed payments by September 30, 2020 and 681 remained in deferral as of that date. Payment deferral terms generally range from 90 to 180 days and some borrowers have been granted multiple deferrals. See Note D "Loans Receivable" for further details.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Real estate owned: As of September 30, 2020, real estate owned totaled $4,966,000, a decrease of $1,815,000, or 26.8%, from $6,781,000 as of September 30, 2019, as the Company continued to liquidate foreclosed properties. During 2020, the Company sold real estate owned properties for total net proceeds of $5,022,000.

Interest receivable: Interest receivable was $53,799,000 as of September 30, 2020, an increase of $4,942,000, or 10.1%, since September 30, 2019. The increase was primarily a result of the payment deferrals on CARES Act loan modifications.

Bank Owned Life Insurance: Bank-owned life insurance increased to $227,749,000 as of September 30, 2020 from $222,076,000 as of September 30, 2019, primarily as a result of increases in the cash surrender value of the policies. The investments in bank-owned life insurance serve to assist in funding growing employee benefit costs.
Intangible assets: The Company's intangible assets totaled $309,906,000 at September 30, 2020 compared to $309,247,000 as of September 30, 2019. The balance at September 30, 2020 is comprised of $302,707,000 of goodwill and the unamortized balance of the core deposit and other intangibles of $7,199,000.

Customer accounts: As of September 30, 2020, customer deposits totaled $13,779,624,000 compared with $11,990,764,000 at September 30, 2019, a $1,788,860,000, or 14.9%, increase. During 2020, the Company was able to increase transaction accounts by $2,722,631,000 or 38.4% and time deposits decreased by $933,771,000 or 19.0%.

The following table shows customer deposits by account type.

($ in thousands)September 30, 2020September 30, 2019
 Deposit Account BalanceAs a % of Total DepositsWeighted
Average Rate
Deposit Account BalanceAs a % of Total DepositsWeighted
Average Rate
Non-interest checking$2,164,071 15.7 %— %$1,621,343 13.5 %— %
Interest checking3,029,576 22.0 0.23 1,984,576 16.6 0.61 
Savings872,087 6.3 0.11 753,574 6.3 0.13 
Money market3,740,698 27.1 0.30 2,724,308 22.7 0.82 
Time deposits3,973,192 28.8 1.17 4,906,963 40.9 1.91 
Total$13,779,624 100 %0.48 %$11,990,764 100 %1.08 %


The following table shows the geographic distribution by state for customer deposits.

($ in thousands)September 30, 2020September 30, 2019$ Change
Washington$5,914,476 42.9 %$5,502,418 45.9 %$412,058 
Oregon2,627,720 19.1 2,337,401 19.5 290,319 
Arizona1,481,603 10.8 1,352,365 11.3 129,238 
New Mexico1,148,816 8.3 1,023,479 8.5 125,337 
Idaho949,920 6.9 867,250 7.2 82,670 
Nevada442,772 3.2 384,491 3.2 58,281 
Utah988,498 7.2 345,208 2.9 643,290 
Texas225,819 1.6 178,152 1.5 47,667 
$13,779,624 100 %$11,990,764 100 %$1,788,860 

FHLB advances: FHLB advances were $2,700,000,000 at September 30, 2020, as compared to $2,250,000,000 at September 30, 2019. The weighted average rate for FHLB advances was 1.79% as of September 30, 2020 and 2.49% at September 30, 2019. The decrease is primarily due to the rapid drop in short-term rates by the Federal Reserve Bank in response to the COVID-19 pandemic which resulted in a drop in interest rates on short-term FHLB borrowings. The Company has entered into
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
interest rate swaps to hedge interest rate risk and convert certain FHLB advances to fixed rate payments. Taking into account these hedges, the weighted average effective maturity of FHLB advances at September 30, 2020 is 4.96 years.
Contractual obligations: The following table presents the Company's significant fixed and determinable contractual obligations, within the categories described below, by contractual maturity or payment amount.
September 30, 2020TotalLess than
1 Year
1 to 5
Years
Over 5
Years
 (In thousands)
Customer accounts (1)$13,779,624 $12,933,849 $844,842 $933 
Debt obligations (2)2,700,000 1,830,000 870,000 — 
Operating lease obligations36,421 6,617 19,415 10,389 
$16,516,045 $14,770,466 $1,734,257 $11,322 

(1) Includes non-maturing customer transaction accounts.
(2) Represents final maturities of debt obligations.
These obligations are included in the Consolidated Statements of Financial Condition. The payment amounts of the operating lease obligations represent those amounts contractually due.

20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For highlights of the quarter-by-quarter results for the years ended September 30, 2020, and September 30, 2019, see Note R, “Selected Quarterly Financial Data (Unaudited).”
COMPARISON OF 2020 RESULTS WITH 2019
Net Income: Net income decreased $36,818,000, or 17.5%, to $173,438,000 for the year ended September 30, 2020, as compared to $210,256,000 for the year ended September 30, 2019.
Net Interest Income: For the year ended September 30, 2020, net interest income was $469,508,000, a decrease of $11,552,000 or 2.4% from the year ended September 30, 2019. The decrease in net interest income from the prior year was primarily due to the average rate earned on interest-earning assets declining by 56 basis points while the average rate paid on interest-bearing liabilities only declined by 35 basis points. Net interest margin of 2.93% in fiscal 2020 was down from 3.16% for the prior year, primarily caused by the rapid drop in short-term rates by the Federal Reserve Bank in response to the COVID-19 pandemic. For the year ended September 30, 2020, average earning assets increased 5.6% to $16,050,130,000, up from $15,203,819,000 for the year ended September 30, 2019. During 2020, the average balance of loans receivable increased $451,950,000 or 3.8%, while the combined average balances of mortgage backed securities, other investment securities and cash increased by $394,413,000 or 12.1%.
The following table sets forth certain information explaining changes in interest income and interest expense for the period indicated compared to the same period 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 Year Ended September 30, 2020 and
September 30, 2019
($ in thousands)VolumeRateTotal
Interest income:
  Loans receivable$21,197 $(43,585)$(22,388)
  Mortgage-backed securities(13,094)(12,079)(25,173)
  Investments (1)19,566 (22,206)(2,640)
     All interest-earning assets27,669 (77,870)(50,201)
Interest expense:
  Customer accounts9,781 (31,685)(21,904)
  FHLB advances and other borrowings(35)(16,710)(16,745)
All interest-bearing liabilities9,746 (48,395)(38,649)
Change in net interest income$17,923 $(29,475)$(11,552)

(1) Includes interest on cash equivalents and dividends on FHLB & FRB stock.

Provision (Release) for Credit Losses: Primarily due to the continued economic distress caused by the COVID-19 pandemic, the Company recorded a provision for credit losses of $21,750,000 for the year ended September 30, 2020, as compared to a release of $1,650,000 for the year ended September 30, 2019. The relatively significant credit loss provision for 2020 is due primarily to COVID-19 related factors including estimated impacts to the energy, hospitality, restaurant and senior living industries. The release recorded for 2019 was a result of strong net recoveries and the overall quality of the loan portfolio as a
21

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
result of a strong economy. The Company had recoveries, net of charge-offs, of $3,271,000 for the year ended September 30, 2020, compared with $3,577,000 of net recoveries for the year ended September 30, 2019.

Other Income: Other income was $86,960,000 for the year ended September 30, 2020, an increase of $24,642,000, or 39.5%, from $62,318,000 for the year ended September 30, 2019. The increase is primarily due to a net gain of $30,700,000 from the sale and valuation adjustments of fixed assets, including a branch property in Bellevue, Washington, while fiscal 2019 included a net gain of $10,200,000 from the sale and valuation adjustments of fixed assets. Loan fee income was $3,352,000 higher in fiscal year 2020 than in 2019 due to higher loan prepayments. Fiscal year 2020 also included a $15,028,000 gain on the sale of $189,000,000 of available-for-sale securities that was partially offset by a $13,809,000 loss on early repayment of a $200,000,000 FHLB advance that carried an effective rate of 3.86% and was scheduled to mature in August 2022.

Other Expense: Operating expense was $315,558,000 for the year ended September 30, 2020, an increase of $32,495,000, or 11.5%, from the $283,063,000 for the year ended September 30, 2019. Compensation and benefits costs increased $14,008,000 or 10.5% year-over-year due mostly to a 5.5% increase in headcount, including growth in our compliance program, as well as cost-of-living adjustments. Information technology costs increased by $13,947,000 primarily due to a $5,900,000 impairment charge and continued investments in new hardware and software. The Company’s efficiency ratio increased to 56.71% for fiscal 2020 as compared to 52.1% for the prior year. The increase in operating expenses and efficiency ratio are the result of ongoing investments in people, process and technology with the objectives of enhancing compliance, growing market share and ultimately enhancing earnings. The number of staff, including part-time employees on a full-time equivalent basis, was 2,080 and 1,971 at September 30, 2020 and 2019, respectively. Total operating expense for the years ended September 30, 2020, and 2019 equaled 1.82% and 1.73%, respectively, of average assets.

Gain (Loss) on Real Estate Owned: Net gain on real estate owned was $26,000 for the year ended September 30, 2020, compared to a net gain of $810,000 for the year ended September 30, 2019. This amount includes ongoing maintenance expense, periodic valuation adjustments, and gains (losses) on sales of REO.

Income Tax Expense: Income tax expense was $45,748,000 for the year ended September 30, 2020, a decrease of $6,771,000, or 12.9%, from the $52,519,000 for the year ended September 30, 2019. The decrease is mostly due to a 16.6% decrease in pre-tax income. The effective tax rate for 2020 was 20.87% as compared to 19.99% for the year ended September 30, 2019. The effective tax rate of 20.87% for 2020 is lower than the statutory rate mainly due to the effects of state taxes, bank-owned life insurance, tax credit investments, tax-exempt loans to municipal entities and other qualified borrowers as well as adjustments to deferred tax items.

22

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COMPARISON OF 2019 RESULTS WITH 2018

For management's review of the factors that affected our results of operations for the years ended September 30, 2019 and 2018 refer to our Annual Report on Form 10-K for the year ended September 30, 2019, which was filed with the Securities and Exchange Commission on November 20, 2019.
23



SELECTED FINANCIAL DATA
Year ended September 30,20202019201820172016
 (In thousands, except per share data)
Interest income$621,265 $671,466 $607,083 $548,918 $536,793 
Interest expense151,757 190,406 134,944 116,992 116,544 
Net interest income469,508 481,060 472,139 431,926 420,249 
Provision (reversal) for credit losses21,750 (1,650)(5,450)(2,100)(6,250)
Other income86,986 63,128 43,976 53,709 57,082 
Other expense315,558 283,063 264,322 231,519 235,447 
Income before income taxes219,186 262,775 257,243 256,216 248,134 
Income taxes45,748 52,519 53,393 82,684 84,085 
Net income$173,438 $210,256 $203,850 $173,532 $164,049 
Per share data
Basic earnings$2.26 $2.61 $2.40 $1.95 $1.79 
Diluted earnings2.26 2.61 2.40 1.94 1.78 
Cash dividends0.87 0.79 0.67 0.84 0.55 
September 30,20202019201820172016
Total assets$18,794,055 $16,474,910 $15,865,724 $15,253,580 $14,888,063 
Loans receivable, net12,792,317 11,930,575 11,477,081 10,882,622 9,910,920 
Mortgage-backed securities1,674,090 2,426,039 2,524,923 2,489,544 2,490,510 
Investment securities1,281,240 503,183 415,454 423,521 849,983 
Cash and cash equivalents1,702,977 419,158 268,650 313,070 450,368 
Customer accounts13,779,624 11,990,764 11,387,146 10,835,008 10,600,852 
FHLB advances2,700,000 2,250,000 2,330,000 2,225,000 2,080,000 
Shareholders’ equity2,014,133 2,032,995 1,996,908 2,005,688 1,975,731 
Number of
Customer accounts434,686 450,375 449,339 449,793 491,098 
Loans41,623 37,551 37,992 39,688 41,418 
Offices238 238 235 237 238 


24

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


September 30, 2020September 30, 2019
 (In thousands, except share data)
ASSETS
Cash and cash equivalents$1,702,977 $419,158 
Available-for-sale securities, at fair value2,249,492 1,485,742 
Held-to-maturity securities, at amortized cost705,838 1,443,480 
Loans receivable, net of allowance for loan losses of $166,955 and $131,534 (1)
12,792,317 11,930,575 
Interest receivable53,799 48,857 
Premises and equipment, net252,805 274,015 
Real estate owned4,966 6,781 
FHLB & FRB stock141,990 123,990 
Bank owned life insurance227,749 222,076 
Intangible assets, including goodwill of $302,707 and $301,368
309,906 309,247 
Federal and state income tax assets, net5,708 — 
Other assets346,508 210,989 
$18,794,055 $16,474,910 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Customer accounts
Transaction deposit accounts$9,806,432 $7,083,801 
Time deposit accounts3,973,192 4,906,963 
13,779,624 11,990,764 
FHLB advances2,700,000 2,250,000 
Advance payments by borrowers for taxes and insurance49,462 57,830 
Federal and state income tax liabilities, net— 5,104 
Accrued expenses and other liabilities250,836 138,217 
16,779,922 14,441,915 
Commitments and contingencies (see Note M)
Shareholders’ equity
Common stock, $1.00 par value, 300,000,000 shares authorized; 135,727,237 and 135,539,806 shares issued; 75,689,364 and 78,841,463 shares outstanding
135,727 135,540 
Paid-in capital1,678,843 1,672,417 
Accumulated other comprehensive income (loss), net of taxes16,953 15,292 
Treasury stock, at cost; 60,037,873 and 56,698,343 shares
(1,238,296)(1,126,163)
Retained earnings1,420,906 1,335,909 
2,014,133 2,032,995 
$18,794,055 $16,474,910 

(1) Effective October 1, 2019, the Company has applied FASB ASU 2016-13, Financial Instruments - Credit Losses ("ASC 326"), which requires the use of the current expected credit loss methodology ("CECL"). Prior to October 1, 2019, the calculation was based on incurred loss methodology. See Note E "Allowance for Loan Losses" for details.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
25

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended September 30,202020192018
 (In thousands, except share data)
INTEREST INCOME
Loans receivable$545,708 $568,096 $515,807 
Mortgage-backed securities49,312 74,485 70,407 
Investment securities and cash equivalents26,245 28,885 20,869 
621,265 671,466 607,083 
INTEREST EXPENSE
Customer accounts100,312 122,216 72,492 
FHLB advances51,445 68,190 62,452 
151,757 190,406 134,944 
Net interest income469,508 481,060 472,139 
Provision (release) for credit losses21,750 (1,650)(5,450)
Net interest income after provision (release)447,758 482,710 477,589 
OTHER INCOME
Gain (loss) on sale of investment securities15,028 (9)— 
Prepayment penalty on early extinguishment of debt(13,809)— — 
FDIC loss share termination valuation adjustments— — (8,550)
Loan fee income7,293 3,941 3,804 
Deposit fee income23,691 24,882 25,904 
Other income54,757 33,504 22,920 
86,960 62,318 44,078 
OTHER EXPENSE
Compensation and benefits147,596 133,588 123,554 
Occupancy39,570 38,579 36,453 
FDIC insurance premiums10,939 9,808 11,592 
Product delivery17,010 15,934 16,372 
Information technology52,902 38,955 34,643 
Other expense47,541 46,199 41,708 
315,558 283,063 264,322 
Gain (loss) on real estate owned, net26 810 (102)
Income before income taxes219,186 262,775 257,243 
Income tax expense (benefit)
   Current55,092 50,933 44,557 
   Deferred(9,344)1,586 8,836 
45,748 52,519 53,393 
NET INCOME$173,438 $210,256 $203,850 
PER SHARE DATA
Basic earnings per share$2.26 $2.61 $2.40 
Diluted earnings per share2.26 2.61 2.40 
Dividends paid on common stock per share0.87 0.79 0.67 
Basic weighted average number of shares outstanding76,721,969 80,471,316 85,008,040 
Diluted weighted average number of shares outstanding76,731,464 80,495,163 85,109,843 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
26

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year ended September 30,202020192018
 (In thousands)
Net income$173,438 $210,256 $203,850 
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) during the period on available-for-sale debt securities, net of tax of $(6,220), $(8,917) and $6,156
20,528 30,278 (14,980)
Reclassification adjustment of net (gain) loss included in net income during the period from sale of available-for-sale securities, net of tax of $3,456, $2 and $0
(11,572)(7)— 
8,956 30,271 (14,980)
Net unrealized gain (loss) during the period on borrowing cash flow hedges, net of tax of $2,204, $6,854 and $(5,684)
(7,295)(23,273)18,259 
(7,295)(23,273)18,259 
Other comprehensive income (loss)1,661 6,998 3,279 
Comprehensive income$175,099 $217,254 $207,129 




SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
27

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)Common
Stock
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
 
Balance at September 30, 2017$134,958 $1,660,885 $1,042,890 $5,015 $(838,060)$2,005,688 
Adjustment pursuant to adoption of ASU 2018-02
— — (1,772)1,772 — — 
Net income— — 203,850 — — 203,850 
Other comprehensive income (loss)— — — 1,507 — 1,507 
Dividends on common stock ($0.67 per share)
— — (55,997)— — (55,997)
Proceeds from stock-based awards63 1,275 — — — 1,338 
Stock-based compensation expense209 4,562 — — — 4,771 
Repurchase of stock warrants113 (113)— — — — 
Treasury stock purchased— — — — (164,249)(164,249)
Balance at September 30, 2018135,343 1,666,609 1,188,971 8,294 (1,002,309)1,996,908 
Net income— — 210,256 — — 210,256 
Other comprehensive income (loss)— — 6,998 — 6,998 
Dividends on common stock ($0.79 per share)
— — (63,318)— — (63,318)
Proceeds from stock-based awards39 701 — — — 740 
Stock-based compensation expense119 5,146 — — — 5,265 
Repurchase of stock warrants39 (39)— — — — 
Treasury stock purchased— — — — (123,854)(123,854)
Balance at September 30, 2019135,540 1,672,417 1,335,909 15,292 (1,126,163)2,032,995 
Adjustment pursuant to adoption of ASU 2016-13
— — (21,945)— — (21,945)
Net income— — 173,438 — — 173,438 
Other comprehensive income (loss)— — — 1,661 — 1,661 
Dividends on common stock ($0.87 per share)
— — (66,496)— — (66,496)
Proceeds from stock-based awards8 136 — — — 144 
Stock-based compensation expense179 6,290 — — — 6,469 
Treasury stock purchased— — — — (112,133)(112,133)
Balance at September 30, 2020$135,727 $1,678,843 $1,420,906 $16,953 $(1,238,296)$2,014,133 



SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
28

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended September 30,202020192018
 (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$173,438 $210,256 $203,850 
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation, amortization, accretion and other, net39,912 31,058 46,735 
    Cash received from (paid to) FDIC under loss share— — 1,595 
    Stock-based compensation expense6,469 5,265 4,771 
    Provision (release) for credit losses21,750 (1,650)(5,450)
    Loss (gain) on sale of investment securities(15,028)9 — 
    Prepayment penalty on early extinguishment of debt13,809 — — 
 Gain on settlements of bank owned life insurance— — (2,416)
 Impairment loss on premises and equipment6,431 — — 
 Net realized (gain) loss on sales of premises, equipment and real estate owned(31,990)(12,484)(1,450)
    Decrease (increase) in accrued interest receivable(4,942)(1,562)(5,652)
    Decrease (increase) in federal and state income tax receivable(5,708)1,804 (1,804)
    Decrease (increase) in cash surrender value of bank owned life insurance(5,673)(5,822)(5,992)
    Decrease (increase) in other assets(146,893)(17,416)(6,876)
    Increase (decrease) in federal and state income tax liabilities890 3,043 — 
    Increase (decrease) in accrued expenses and other liabilities114,135 21,553 (36,609)
    Net cash provided (used) by operating activities166,600 234,054 190,702 
CASH FLOWS FROM INVESTING ACTIVITIES
Origination of loans and principal repayments, net(902,481)(452,334)(459,183)
Loans purchased(15,456)— (143,605)
FHLB & FRB stock purchase(435,200)(532,600)(530,000)
FHLB & FRB stock redeemed417,200 535,800 525,800 
Available-for-sale securities purchased(1,064,815)(358,709)(272,780)
Principal payments and maturities of available-for-sale securities493,402 224,118 199,008 
Proceeds from sales of available-for-sale investment securities204,351 491 — 
Held-to-maturity securities purchased— — (170,836)
Principal payments and maturities of held-to-maturity securities356,532 178,147 187,812 
Proceeds from sales of real estate owned5,022 8,659 15,192 
Proceeds from settlements of bank owned life insurance— — 3,484 
Purchase of strategic investments— (5,000)— 
Net cash received (paid) in business combinations(2,810)— (2,211)
Proceeds from sales of premises and equipment55,213 15,585 1 
Premises and equipment purchased and REO improvements(31,937)(35,530)(27,127)
Net cash provided (used) by investing activities(920,979)(421,373)(674,445)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in customer accounts1,788,860 603,846 552,445 
Proceeds from borrowings10,880,000 13,315,000 13,250,000 
Repayments of borrowings(10,443,809)(13,395,000)(13,145,000)
Proceeds from stock-based awards144 740 1,338 
Dividends paid on common stock(66,496)(63,318)(55,997)
Treasury stock purchased(112,133)(123,854)(164,249)
Increase (decrease) in advance payments by borrowers for taxes and insurance(8,368)413 786 
Net cash provided (used) by financing activities2,038,198 337,827 439,323 
Increase (decrease) in cash and cash equivalents1,283,819 150,508 (44,420)
Cash and cash equivalents at beginning of year419,158 268,650 313,070 
Cash and cash equivalents at end of year$1,702,977 $419,158 $268,650 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
29

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS


Year ended September 30,202020192018
 (In thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Non-cash investing activities
Real estate acquired through foreclosure$1,765 $1,839 $4,032 
Other personal property acquired through foreclosure359 205 3,109 
Non-cash financing activities
Stock issued upon exercise of warrants— 1,082 3,914 
Cash paid during the year for
Interest146,675 194,277 133,722 
Income taxes35,640 33,545 44,260 


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
30


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Company and nature of operations. Washington Federal Bank, National Association, a federally-insured national bank dba WaFd Bank (the “Bank” or “WaFd Bank”), was founded on April 24, 1917 in Ballard, Washington and is engaged primarily in providing lending, depository, insurance and other banking services to consumers, mid-sized to large businesses, and owners and developers of commercial real estate. Washington Federal, Inc., a Washington corporation (the “Company”), was formed as the Bank’s holding company in November, 1994. As used throughout this document, the terms “Washington Federal” or the “Company” refer to the Company and its consolidated subsidiaries, and the term “Bank” refers to the operating subsidiary, Washington Federal Bank, National Association. The Company is headquartered in Seattle, Washington. The Bank conducts its activities through a network of 234 bank branches located in Washington, Oregon, Idaho, Utah, Arizona, Nevada, New Mexico and Texas.
Risks and Uncertainties. The worldwide spread of coronavirus (“COVID-19”) has created significant uncertainty in the global economy. There have been no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of COVID-19 and the extent to which COVID-19 and the related government actions impact the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and difficult to predict.
Basis of presentation and use of estimates. The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (U.S. GAAP). Inter-company balances and transactions have been eliminated in consolidation. In preparing the consolidated financial statements, the Company makes estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and revenues and expenses during the reporting periods and related disclosures. The areas that require application of significant management judgments often result in the need to make estimates about the effect of matters that are inherently uncertain and may change in future periods. Actual results could differ materially from those estimates. Certain amounts in the financial statements from prior periods have been reclassified to conform to the current financial statement presentation. In certain instances, amounts in text are presented by rounding to the nearest thousand.
The Company's fiscal year end is September 30. All references to 2020, 2019 and 2018 represent balances as of September 30, 2020, September 30, 2019, and September 30, 2018, or activity for the fiscal years then ended.

Cash and cash equivalents. Cash and cash equivalents include cash on hand, amounts due from banks, overnight investments and repurchase agreements with an initial maturity of three months or less.

Restricted cash balances - Based on the level of vault cash on hand, the Company was not required to maintain cash reserve balances with the Federal Reserve Bank as of September 30, 2020. As of September 30, 2020 and September 30, 2019, the Company pledged cash collateral related to derivative contracts of $97,600,000 and $31,850,000, respectively.

Equity securities - The Company records equity securities within Other assets in its Consolidated Statements of Financial Condition. Investments in equity securities with readily determinable fair values (marketable) are measured at fair value, with changes in the fair value recognized as a component of Other income in the Consolidated Statements of Operations. Investments in equity investments that do not have readily determinable fair values (non-marketable) are accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer, also referred to as the measurement alternative. Any adjustments to the carrying value of these investments are recorded in Other income in the Consolidated Statements of Operations.
Debt securities, including mortgage-backed securities. The Company accounts for debt securities in two categories: held-to-maturity and available-for-sale. Premiums and discounts on debt securities are deferred and recognized into income over the contractual life of the asset using the effective interest method.
Held-to-maturity securities are accounted for at amortized cost, but the Company must have both the positive intent and the ability to hold those securities to maturity. There are very limited circumstances under which securities in the held-to-maturity category can be sold without jeopardizing the cost basis of accounting for the remainder of the securities in this category.
31


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
Available-for-sale securities are accounted for at fair value. Gains and losses realized on the sale of these securities are accounted for based on the specific identification method. Unrealized gains and losses for available-for-sale securities are excluded from earnings and reported net of the related tax effect in the accumulated other comprehensive income component of shareholders' equity.
Allowance for Credit Losses (Held-to-Maturity Debt Securities). For held-to-maturity (“HTM”) debt securities, the Company is required to utilize a CECL methodology to estimate expected credit losses. Substantially all of the Company’s HTM debt securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Therefore, the Company did not record an allowance for credit losses for these securities. As September 30, 2020, the Company determined that the expected credit loss on its corporate and municipal bonds was immaterial, and therefore, an allowance for credit losses was not recorded. See Note C "Investment Securities" and Note F "Fair Value Measurements" for more information about HTM debt securities.

Allowance for Credit Losses (Available-for-Sale Debt Securities). The impairment model for available-for-sale (“AFS”) debt securities differs from the CECL methodology applied for HTM debt securities because AFS debt securities are measured at fair value rather than amortized cost. Although ASC 326 replaced the legacy other-than-temporary impairment (“OTTI”) model with a credit loss model, it retained the fundamental nature of the legacy OTTI model. For AFS debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either criteria is met, the security’s amortized cost basis is written down to fair value through income. For AFS debt securities where neither of the criteria are met, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the credit rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited to the amount that the fair value is less than the amortized cost basis. Any remaining discount that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Under the new guidance, an entity may no longer consider the length of time fair value has been less than amortized cost. Changes in the allowance for credit losses are recorded as a provision (or release) for credit losses. Losses are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met. As of September 30, 2020, the Company determined that the unrealized loss positions in AFS securities were not the result of credit losses, and therefore, an allowance for credit losses was not recorded. See Note C "Investment Securities" and Note F "Fair Value Measurements" for more information about AFS debt securities.

Loans receivable. Loans that are performing in accordance with their contractual terms are carried at the unpaid principal balance, net of premiums, discounts and net deferred loan fees. Net deferred loan fees include nonrefundable loan origination fees less direct loan origination costs. Net deferred loan fees, premiums and discounts are amortized into interest income using either the interest method or straight-line method over the terms of the loans, adjusted for actual prepayments. In addition to fees and costs for originating loans, various other fees and charges related to existing loans may occur, including prepayment charges, late charges and assumption fees.
When a borrower fails to make a required payment on a loan, the Bank attempts to cure the deficiency by contacting the borrower. Contact is made after a payment is 30 days past its grace period. In most cases, deficiencies are cured promptly. If the delinquency is not cured within 90 days, the Bank may institute appropriate action to foreclose on the property. If foreclosed, the property is sold at a public sale and may be purchased by the Bank.
Allowance for Credit Losses (Loans Receivable). Effective October 1, 2019, the Company has applied FASB ASU 2016-13, Financial Instruments - Credit Losses ("ASC 326"), so the allowance calculation is based on current expected credit loss methodology ("CECL"). Prior to October 1, 2019, the calculation was based on incurred loss methodology. See Note B "New Accounting Pronouncements" and Note E "Allowance for Losses on Loans" for details. The Company maintains an allowance for credit losses (“ACL”) for the expected credit losses of the loan portfolio as well as unfunded loan commitments. The amount of ACL is based on ongoing, quarterly assessments by management. The CECL methodology requires an estimate of
32


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
the credit losses expected over the life of an exposure (or pool of exposures) and replaces the incurred loss methodology’s threshold that delayed the recognition of a credit loss until it was probable a loss event was incurred.

The ACL consists of the allowance for loan losses and the reserve for unfunded commitments. The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. We then consider whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period that historical experience was based for each loan type. Finally, we consider forecasts about future economic conditions or changes in collateral values that are reasonable and supportable.

Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its ACL. The Company has designated two loan portfolio segments, commercial loans and consumer loans. These loan portfolio segments are further disaggregated into classes, which represent loans of similar type, risk characteristics, and methods for monitoring and assessing credit risk. The commercial loan portfolio segment is disaggregated into five classes: multi-family, commercial real estate, commercial and industrial, construction, and land acquisition and development. The risk of loss for the commercial loan portfolio segment is generally most indicated by the credit risk rating assigned to each borrower. Commercial loan risk ratings are determined by experienced senior credit officers based on specific facts and circumstances and are subject to periodic review by an independent internal team of credit specialists. The consumer loan portfolio segment is disaggregated into five classes: single-family-residential mortgage, custom construction, consumer lot loans, home equity lines of credit, and other consumer. The risk of loss for the consumer loan portfolio segment is generally most indicated by delinquency status and general economic factors. Each commercial and consumer loan portfolio class may also be further segmented based on risk characteristics.

For most of our loan portfolio classes, the historical loss experience is determined using a cohort methodology. This method pools loans into groups (“cohorts”) sharing similar risk characteristics and tracks each cohort’s net charge-offs over the lives of the loans to calculate a historical loss rate. The historical loss rates for each cohort are then averaged to calculate an overall historical loss rate which is applied to the current loan balance to arrive at the quantitative baseline portion of the allowance for credit losses for the respective loan portfolio class. For certain loan portfolio classes, the Company determined there was not sufficient historical loss information to calculate a meaningful historical loss rate using the cohort methodology. For any such loan portfolio class, the weighted-average remaining maturity (“WARM”) methodology is being utilized until sufficient historical loss data is obtained. The WARM method multiplies an average annual loss rate by the expected remaining life of the loan pool to arrive at the quantitative baseline portion of the allowance for credit losses for the respective loan portfolio class.

The Company also considers qualitative adjustments to the historical loss rate for each loan portfolio class. The qualitative adjustments for each loan class consider the conditions over the period from which historical loss experience was based and are split into two components: 1) asset or class specific risk characteristics or current conditions at the reporting date related to portfolio credit quality, remaining payments, volume and nature, credit culture and management, business environment or other management factors and 2) reasonable and supportable forecast of future economic conditions and collateral values.

The Company performs a quarterly asset quality review which includes a review of forecasted gross charge-offs and recoveries, nonperforming assets, criticized loans, risk rating migration, delinquencies, etc. The asset quality review is performed by management and the results are used to consider a qualitative overlay to the quantitative baseline. The second qualitative adjustment noted above, economic conditions and collateral values, encompasses a one-year reasonable and supportable forecast period. The overlay adjustment for the reasonable and supportable forecast assumes an immediate reversion after the one-year forecast period to historical loss rates for the remaining life of the respective loan pool.

When management deems it to be appropriate, the Company establishes a specific reserve for individually evaluated loans that do not share similar risk characteristics with the loans included in each respective loan pool. These individually evaluated loans are removed from their respective pools and typically represent collateral dependent loans but may also include other non-performing loans or troubled debt restructurings (“TDRs”). In addition, the Company individually evaluates “reasonably expected” TDRs, which are identified by the Company as a loan expected to be classified as a TDR within the next six months. Management judgment is utilized to make this determination.

33


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
Troubled debt restructured loans ("TDRs"). The Company will consider modifying the interest rates and terms of a loan if it determines that a modification is a better alternative to foreclosure. Most TDRs 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. The concession for these loans is typically a payment reduction through a rate reduction of 100 to 200 bps for a specific term, usually six to 12 months. Interest-only payments may also be approved during the modification period. Principal forgiveness is generally not an available option for restructured loans. Before granting approval to modify a loan in a TDR, the borrower’s ability to repay is evaluated, including: current income levels and debt to income ratio, borrower’s credit score, payment history of the loan and updated evaluation of the secondary repayment source. The Company also modifies some loans that are not classified as TDRs as the modification is due to a restructuring where the effective interest rate on the debt is reduced to reflect a decrease in market interest rates. The Company's ACL reflects the effects of a TDR when management reasonably expects at the reporting date that a TDR will be executed with an individual borrower.

CARES Act loan modifications. The Company is actively working with its borrowers to provide loan payment deferrals as a result of the COVID-19 pandemic. Pursuant to the CARES Act, these loan modifications are not accounted for as TDRs. Payment deferral terms generally range from 90 to 180 days and some borrowers have been granted multiple deferrals.

Non-accrual loans. Loans are placed on nonaccrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. The Company does not accrue interest on loans 90 days or more past due. If payment is made on a loan so that the loan becomes less than 90 days past due, and the Company expects full collection of principal and interest, the loan is returned to full accrual status. Any interest ultimately collected is credited to income in the period of recovery. A loan is charged-off when the loss is estimable and it is confirmed that the borrower is not expected to be able to meet contractual obligations.
If a consumer loan is on non-accrual status before becoming a TDR it will stay on non-accrual status following restructuring until it has been performing for at least six months, at which point it may be moved to accrual status. If a loan is on accrual status before it becomes a TDR, and management concludes that full repayment is probable based on internal evaluation, it will remain on accrual status following restructuring. If the restructured consumer loan does not perform, it is placed on non-accrual status when it is 90 days delinquent. 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, management will conclude that collection of the entire principal and interest due is still in doubt. In those instances, the loan will remain on non-accrual status.
Accrued interest receivable. Upon adoption of ASC 326, the Company made the following elections regarding accrued interest receivable ("AIR"):

•Presenting accrued interest receivable balances separately from their underlying instruments within the consolidated statements of financial condition.
•Excluding accrued interest receivable that is included in the amortized cost of financing receivables from related disclosure requirements.
•Continuing our policy to write off accrued interest receivable by reversing interest income in cases where the Company does not reasonably expect to receive payment.
•Not measuring an allowance for credit losses for accrued interest receivable due to the Company’s policy of writing off uncollectible accrued interest receivable balances in a timely manner. We believe accrued interest receivable recorded as of September 30, 2020 is collectible.

Off-balance-sheet credit exposures. The only material off-balance-sheet credit exposures are loans in process and unused lines of credit. The reserve for unfunded commitments is recognized as a liability (other liabilities in the consolidated statements of financial condition), with adjustments to the reserve recognized through provision for credit losses in the consolidated statements of income. The reserve for unfunded commitments represents the expected lifetime credit losses on off-balance sheet obligations such as commitments to extend credit and standby letters of credit. However, a liability is not recognized for commitments that are unconditionally cancellable by the Company. The reserve for unfunded commitments is determined by estimating future draws, including the effects of risk mitigation actions, and applying the expected loss rates on those draws. Loss rates are estimated by utilizing the same loss rates calculated for the allowance for credit losses related to the respective loan portfolio class. See Note M "Commitments and Contingencies" for details.
34


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
Client swap program hedges. Interest rate swap agreements are provided to certain clients who desire to convert their obligations from variable to fixed interest rates. Under these agreements, the Bank enters into a variable-rate loan agreement with a customer in addition to a swap agreement, and then enters into a corresponding swap agreement with a third party in order to offset its exposure on the customer swap agreement. As the interest rate swap agreements with the customers and third parties are not designated as accounting hedges under FASB ASC 815, the instruments are marked to market in earnings. The change in fair value of the offsetting swaps are included in interest income and interest expense and there is no impact on net income. There is fee income earned on the swaps that is included in loan fee income.
Borrowings cash flow hedges. The Company has entered into interest rate swaps to convert a series of future short-term borrowings to fixed-rate payments. These interest rate swaps qualify as cash flow hedging instruments under ASC 815 so gains and losses are recorded in Other Comprehensive Income to the extent the hedge is effective. Gains and losses on the interest rate swaps are reclassified from OCI to earnings in the period the hedged transaction affects earnings and are included in the same income statement line item that the hedged transaction is recorded.
Mortgage loan "last-of-layer" portfolio hedges. The Company has entered into interest rate swaps to hedge the portion of the respective closed portfolios of prepayable mortgage loans that are expected to remain at the end of the hedge term. These hedges qualify as last-of-layer hedges under ASC 815 and provide for matching of the recognition of the gains and losses on the interest rate swap and the related hedged item.
Commercial loan fair value hedges. The Company has entered into interest rate swaps to hedge long term fixed rate commercial loans. These hedges qualify as fair value hedges under ASC 815 and provide for matching of the recognition of the gains and losses on the interest rate swap and the related hedged loan.
Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Costs for improvements are capitalized. Charges for ordinary maintenance and repairs are expensed to operations as incurred.
Real estate owned. Real estate properties acquired through foreclosure of loans or through acquisitions are recorded initially at fair value less selling costs and are subsequently recorded at lower of cost or fair value. Costs for improvements are capitalized. Any gains (losses) and maintenance costs are recorded in Gain (loss) on real estate owned, net.
Intangible assets. Goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired. Other intangibles, including core deposit intangibles, are acquired assets that lack physical substance but can be distinguished from goodwill. Goodwill is evaluated for impairment on an annual basis during the fourth quarter. Other intangible assets are amortized over their estimated lives and are subject to impairment testing when events or circumstances change. If circumstances indicate that the carrying value of the assets may not be recoverable, an impairment charge could be recorded. The Bank amortizes the core deposit intangibles over their estimated lives using an accelerated method.
The table below provides detail regarding the Company's intangible assets.
GoodwillCore Deposit and Other IntangiblesTotal
(In thousands)
Balance at September 30, 2018$301,368 $9,918 $311,286 
Additions— — — 
Amortization— (2,039)(2,039)
Balance at September 30, 2019301,368 7,879 309,247 
Additions1,339 1,471 2,810 
Amortization— (2,151)(2,151)
Balance at September 30, 2020$302,707 $7,199 $309,906 

The table below presents the estimated future amortization expense of core deposit and other intangibles for the next five years.
35


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
Fiscal YearExpense
(In thousands)
2021$1,369 
2022949 
2023893 
2024859 
2025810 

Income taxes. Income taxes are accounted for using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, a deferred tax asset or liability is determined based on the temporary differences between the financial statement and corresponding tax treatment of income, gains, losses, deductions or credits using enacted tax rates in effect for the year in which the differences are expected to reverse. The provision for income taxes includes current and deferred income tax expense based on net income adjusted for temporary and permanent differences such as depreciation, loan loss reserve, tax-exempt interest, and affordable housing tax credits. Reserves for uncertain tax positions, together with any related interest and penalties, if applicable, and amortization of affordable housing tax credit investments are recorded within income tax expense.
Accounting for stock-based compensation. We recognize in the statement of operations the grant-date fair value of stock options and other equity-based forms of compensation issued to employees over the employees' requisite service period (generally the vesting period). The requisite service period may be subject to performance conditions. Stock options and restricted stock awards generally vest ratably over two to five years and are recognized as expense over that same period of time. The exercise price of each option equals the market price of the Company's common stock on the date of the grant, and the maximum term is ten years.

Certain grants of restricted stock are subject to performance-based and market-based vesting as well as other approved vesting conditions and cliff vest based on those conditions. Compensation expense is recognized over the service period to the extent restricted stock awards are expected to vest. See Note O for additional information.
Business segments. As the Company manages its business and operations on a consolidated basis, management has determined that there is one reportable business segment.
Regulatory matters. On February 28, 2018, pursuant to a Stipulation and Consent to the Issuance of a Consent Order (the “Consent Order”), the Office of the Comptroller of the Currency issued a Consent Order relating to the Bank, the terms of which are intended to further enhance its Bank Secrecy Act ("BSA") program. The Consent Order requires the Bank to create a BSA-focused action plan, supplement existing customer due diligence policies and procedures, perform a BSA risk assessment, perform a transaction activity look-back, enhance training, and complete independent testing. The Bank has not been informed that this action includes the assessment of a civil money penalty. The Bank is working cooperatively with the OCC to implement the necessary changes to comply with the provisions of the Consent Order.
On October 9, 2013, the CFPB entered a Consent Order against the Bank that required the Bank to pay a civil money penalty of $34,000, and to adopt an enhanced compliance program related to reporting Home Mortgage Disclosure Act ("HMDA") data.  The Bank has adopted an enhanced HMDA program, which continues to be subject to review by the CFPB. On October 27, 2020 the CFPB entered a second Consent Order against the Bank for violations related to the Bank’s HMDA reporting obligations. The 2020 Consent Order required the Bank to pay a $200,000 civil money penalty and develop and implement a HMDA compliance management system.
Subsequent events. The Company has evaluated subsequent events for adjustment to or disclosure in the Company’s consolidated financial statements through the date of this report, and the Company has not identified any recordable or disclosable events, not otherwise reported in these consolidated financial statements or the notes thereto.


36


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
NOTE B - NEW ACCOUNTING PRONOUNCEMENTS

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848). The amendments in this ASU provide temporary, optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. The ASU primarily includes relief related to contract modifications and hedging relationships, as well as providing a one-time election for the sale or transfer of debt securities classified as held-to-maturity. This guidance is effective immediately and the amendments may be applied prospectively through December 31, 2022. The Company is currently in the process of evaluating the amendments and determining the impact to its consolidated financial statements.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, that clarifies and improves areas of guidance related to the recently issued standards on credit losses (ASU 2016-13), hedging (ASU 2017-12), and recognition and measurement of financial instruments (ASU 2016-01). The amendments generally have the same effective dates as their related standards. If already adopted, the amendments of ASU 2016-01 and ASU 2016-13 are effective for fiscal years beginning after December 15, 2019 and the amendments of ASU 2017-12 are effective as of the beginning of the Company’s next annual reporting period; early adoption is permitted. Effective January 1, 2020, the Company adopted the amendments of ASU 2019-04 pertaining to ASU 2017-12 and ASU 2016-01, both of which had been previously adopted, and at that time elected to reclassify mortgage-backed securities with an amortized cost of $374,680,000 and fair value of $390,669,000 from held-to-maturity to available-for-sale. During the third fiscal quarter, the Company adopted the amendments of ASU 2019-04 that pertain to ASU 2016-13. See discussion below regarding the adoption of ASU 2016-13.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments also require the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, including reasonably certain renewal periods. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Company is assessing the impact that this guidance will have on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This ASU adds, eliminates, and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Entities are also allowed to elect early adoption of the eliminated or modified disclosure requirements and delay adoption of the added disclosure requirements until their effective date. The Company early adopted this ASU beginning October 1, 2019 and removed or modified disclosures as permitted.

In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements. The ASU provides entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU No. 2016-02. Specifically, under the amendments in ASU 2018-11: (1) entities may elect not to recast the comparative periods presented when transitioning to the new leasing standard, and (2) lessors may elect to not separate non-lease components from leases when certain conditions are met. The amendments have the same effective date as ASU 2016-02 (October 1, 2019 for the Company). The Company adopted this ASU beginning October 1, 2019 and elected both transition options.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (ASC 326). ASC 326, as amended, is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investments in leases and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis.
37


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
ASC 326 eliminates the current framework of recognizing probable incurred losses and instead requires an entity to use its current estimate of all expected credit losses over the contractual life. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets.

For purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, an allowance for expected credit losses is recorded as an adjustment to the cost basis of the asset. Subsequent changes in estimated cash flows would be recorded as an adjustment to the allowance and through the statement of income.

Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security's cost basis.

The Company early adopted ASC 326 during its third fiscal quarter and based on the application of the modified retrospective method it became effective on October 1, 2019 for all financial assets measured at amortized cost (primarily loans receivable and held-to-maturity debt securities) and off-balance-sheet credit exposures. Results for reporting periods beginning after October 1, 2019 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

38


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The Company recorded a decrease to retained earnings of $21,945,000 as of October 1, 2019 for the cumulative effect of adopting ASC 326 as further detailed below.
September 30, 2019CECL Adoption ImpactOctober 1, 2019
(In thousands)
Allowance for credit losses:
Commercial loans
   Multi-family$7,391 $3,013 $10,404 
   Commercial real estate13,170 (146)13,024 
   Commercial & industrial31,450 785 32,235 
   Construction32,304 (9,536)22,768 
   Land - acquisition & development9,155 1,749 10,904 
      Total commercial loans93,470 (4,135)89,335 
Consumer loans
   Single-family residential30,988 16,783 47,771 
   Construction - custom1,369 1,511 2,880 
   Land - consumer lot loans2,143 492 2,635 
   HELOC1,103 945 2,048 
   Consumer2,461 2,154 4,615 
      Total consumer loans38,064 21,885 59,949 
Total allowance for loan losses131,534 17,750 149,284 
Reserve for unfunded commitments6,900 10,750 17,650 
Total allowance for credit losses$138,434 $28,500 $166,934 
Retained earnings
Total pre-tax impact$28,500 
Tax effect(6,555)
Decrease to retained earnings$21,945 

The Company's available-for-sale and held-to-maturity portfolios consist primarily of debt securities issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Therefore, the Company did not record an allowance for credit losses for these securities upon adoption of ASC 326. The impact going forward will depend on the composition, characteristics, and credit quality of the loan and securities portfolios as well as the economic conditions at future reporting periods.
In February 2016, the FASB issued ASU 2016-02, Leases. The ASU, as amended, requires lessees to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. The guidance also simplifies the accounting for sale and leaseback transactions and introduces new disclosure requirements for leasing arrangements. Accounting by lessors is largely unchanged. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted this ASU beginning October 1, 2019 utilizing the transition method allowed under ASU 2018-11 and did not restate comparative periods. The Company elected the package of practical expedients permitted under the transition guidance, which allowed us to carry forward our historical lease classifications and our assessment on whether a contract is or contains a lease. We also elected to keep leases with an initial term of 12 months or less off the balance sheet. The adoption of this ASU resulted in an increase in other assets and an increase in other liabilities of $29,013,000 and $29,013,000, respectively. The Company recognized no cumulative effect adjustment to the beginning balance of retained earnings upon adoption.


39


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

NOTE C - INVESTMENT SECURITIES
 
The tables below provide detail regarding the amortized cost and fair value of available-for-sale and held-to-maturity investment securities.
September 30, 2020Amortized
Cost
Gross Unrealized    Fair
Value
Yield
GainsLosses
 ($ in thousands)
Available-for-sale securities
U.S. government and agency securities due
5 to 10 years$18,448 $376 $— $18,824 2.05 %
Asset-backed securities
5 to 10 years38,289 — (1,600)36,689 0.83 
  Over 10 years906,489 647 (6,908)900,228 1.14 
Corporate debt securities due
Within 1 year54,209 337 (51)54,495 1.22 
1 to 5 years128,289 3,366 (428)131,227 1.78 
5 to 10 years97,157 4,305 — 101,462 1.50 
Municipal bonds due
1 to 5 years1,461 36 — 1,497 — 
  Over 10 years36,044 774 — 36,818 5.40 
Mortgage-backed securities
Agency pass-through certificates929,713 39,166 (627)968,252 2.82 
Commercial MBS— — — — — 
2,210,099 49,007 (9,614)2,249,492 1.97 
Held-to-maturity securities
Agency pass-through certificates698,934 21,582 — 720,516 3.16 
  Commercial MBS6,904 — (52)6,852 1.02 
705,838 21,582 (52)727,368 3.14 
$2,915,937 $70,589 $(9,666)$2,976,860 2.25 %

 
40


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
September 30, 2019Amortized
Cost
Gross UnrealizedFair
Value
Yield
GainsLosses
 ($ in thousands)
Available-for-sale securities
U.S. government and agency securities due
5 to 10 years$21,049 $39 $— $21,088 2.05 %
Asset-backed securities
5 to 10 years44,238 — (629)43,609 2.61 
Over 10 years207,067 1 (987)206,081 3.02 
Corporate debt securities due
Within 1 year43,903 411 — 44,314 3.65 
1 to 5 years70,000 689 (50)70,639 3.29 
5 to 10 years92,931 1,879 — 94,810 3.27 
Municipal bonds due
1 to 5 years1,430 14 — 1,444 1.94 
  Over 10 years20,303 895 — 21,198 6.45 
Mortgage-backed securities
Agency pass-through certificates957,150 26,533 (1,124)982,559 3.29 
1,458,071 30,461 (2,790)1,485,742 3.27 
Held-to-maturity securities
Mortgage-backed securities
Agency pass-through certificates1,428,480 19,945 (337)1,448,088 3.15 
Commercial MBS15,000 7 — 15,007 2.89 
1,443,480 19,952 (337)1,463,095 3.15 
$2,901,551 $50,413 $(3,127)$2,948,837 3.21 %


During fiscal year 2020, as permitted in conjunction with the adoption of ASU 2019-04, the Company reclassified $374,680,000 of prepayable debt securities from held-to-maturity to available-for-sale. The Company purchased $1,064,815,000 of available-for-sale investment securities and no held-to-maturity investment securities during 2020. Sales of available-for-sale securities totaled $204,351,000 and there were no sales of held-to-maturity investment securities in 2020. Substantially all mortgage-backed securities have contractual due dates that exceed 25 years.

The Company elected to exclude AIR from the amortized cost basis of debt securities disclosed throughout this footnote. For AFS securities, AIR totaled $3,285,000 and $3,712,000 as of September 30, 2020 and September 30, 2019, respectively. For HTM debt securities, AIR totaled $1,811,000 and $3,716,000 as of September 30, 2020 and September 30, 2019, respectively. AIR is included in the “interest receivable” line item on the Company’s consolidated statements of financial condition.

The following tables show the gross unrealized losses and fair value of securities as of September 30, 2020 and September 30, 2019, by length of time that individual securities in each category have been in a continuous loss position. There were 51 and 41 securities with an unrealized loss as of September 30, 2020 and September 30, 2019, respectively. The decline in fair value since purchase is attributable to changes in interest rates. Because the Company does not intend to sell these securities and does not consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider these investments to be impaired.

41


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
September 30, 2020Less than 12 months12 months or moreTotal
 Unrealized
Gross Losses
Fair
Value
Unrealized
Gross Losses
Fair
Value
Unrealized
Gross Losses
Fair
Value
 (In thousands)
Available-for-sale securities
Corporate debt securities$(74)$45,875 $(405)$24,596 $(479)$70,471 
Asset-backed securities(5,481)587,746 (3,027)204,369 (8,508)792,115 
Mortgage-backed securities(278)41,897 (349)56,196 (627)98,093 
(5,833)675,518 (3,781)285,161 (9,614)960,679 
Held-to-maturity securities
Mortgage-backed securities(52)6,853 — — (52)6,853 
$(5,885)$682,371 $(3,781)$285,161 $(9,666)$967,532 

September 30, 2019Less than 12 months12 months or moreTotal
 Unrealized
Gross Losses
Fair
Value
Unrealized
Gross Losses
Fair
Value
Unrealized
Gross Losses
Fair
Value
 (In thousands)
Available-for-sale securities
Corporate debt securities$— $— $(50)$24,950 $(50)$24,950 
Asset-backed securities(656)152,715 (960)77,391 (1,616)230,106 
Mortgage-backed securities(148)87,895 (976)155,620 (1,124)243,515 
(804)240,610 (1,986)257,961 (2,790)498,571 
Held-to-maturity securities
Mortgage-backed securities— — (337)115,182 (337)115,182 
$(804)$240,610 $(2,323)$373,143 $(3,127)$613,753 


Substantially all of the Company’s held-to-maturity debt securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Therefore, the Company did not record an allowance for credit losses for these securities upon adoption of ASC 326 on October 1, 2019 or as of September 30, 2020.

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position have any credit loss impairment upon adoption of ASC 326 on October 1, 2019 or as of September 30, 2020. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which may be at maturity. Available-for-sale debt securities issued by U.S. government agencies or U.S. government-sponsored enterprises carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Corporate debt securities and municipal bonds are considered to have issuer(s) of high credit quality (rated AA or higher) and the decline in fair value is due to changes in interest rates and other market conditions. The issuer(s) continues to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bond(s) approach maturity.






42


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

NOTE D - LOANS RECEIVABLE 

For a detailed discussion of loans and credit quality, including accounting policies and the CECL methodology used to estimate the allowance for credit losses, see Note A "Summary of Significant Accounting Policies" and Note B "New Accounting Pronouncements" above.

The Company's loans held for investment are divided into two portfolio segments, commercial loans and consumer loans, with each of those segments further split into loan classes for purposes of estimating the allowance for credit losses.

The following table is a summary of loans receivable by loan portfolio segment and class.

 September 30, 2020September 30, 2019
 ($ in thousands)($ in thousands)
Gross loans by category
Commercial loans
   Multi-family$1,538,762 10.6 %$1,422,674 10.7 %
   Commercial real estate1,895,086 13.1 1,631,170 12.3 
   Commercial & industrial (1)2,132,160 14.7 1,268,695 9.5 
   Construction2,403,276 16.6 2,038,052 15.3 
   Land - acquisition & development193,745 1.3 204,107 1.5 
 Total commercial loans8,163,029 56.3 6,564,698 49.3 
Consumer loans
 Single-family residential5,304,689 36.7 5,835,194 43.8 
 Construction - custom674,879 4.7 540,741 4.1 
 Land - consumer lot loans102,263 0.7 99,694 0.7 
   HELOC139,703 1.0 142,178 1.1 
   Consumer83,159 0.6 129,883 1.0 
 Total consumer loans6,304,693 43.7 6,747,690 50.7 
Total gross loans14,467,722 100 %13,312,388 100 %
   Less:
      Allowance for loan losses166,955 131,534 
      Loans in process1,456,072 1,201,341 
      Net deferred fees, costs and discounts52,378 48,938 
Total loan contra accounts1,675,405 1,381,813 
Net loans$12,792,317 $11,930,575 
(1) Includes $762,004,000 of SBA Payroll Protection Program loans as of September 30, 2020.


The Company elected to exclude AIR from the amortized cost basis of loans for disclosure purposes and from the calculations of estimated credit losses. As of September 30, 2020 and September 30, 2019, AIR for loans totaled $48,704,000 and $41,429,000, respectively, and is included in the “accrued interest receivable” line item on the Company’s consolidated statements of financial condition.
Loans in the amount of $5,361,504,000 and $5,874,704,000 at September 30, 2020 and September 30, 2019, respectively, were pledged to secure borrowings from the FHLB as part of our liquidity management strategy. The FHLB does not have the right to sell or re-pledge these loans.
43


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The following summary breaks down the Company's fixed rate and adjustable rate loans by time to maturity or to rate adjustment.
September 30, 2020
Fixed-RateAdjustable-Rate
Term To MaturityLoans% of LoansTerm To Rate AdjustmentLoans% of Loans
 (In thousands) (In thousands)
Within 1 year$128,254 1.0 %Less than 1 year$3,592,689 27.7 %
1 to 3 years1,179,316 9.1 1 to 3 years440,980 3.4 
3 to 5 years398,019 3.1 3 to 5 years588,366 4.5 
5 to 10 years1,044,581 8.1 5 to 10 years46,473 0.4 
10 to 20 years983,856 7.6 10 to 20 years25,190 0.2 
Over 20 years4,517,836 34.9 Over 20 years13,712 0.1 
$8,251,862 63.8 %$4,707,410 36.3 %


The Company has granted loans to officers and directors of the Company and related interests. These loans are made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collectability. The aggregate dollar amount of these loans, including unfunded commitments to lend, was $112,812,000 and $76,288,000 at September 30, 2020 and 2019, respectively. As of September 30, 2020, all of these loans were performing in accordance with contractual terms.

44


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The following table sets forth the amortized cost basis of loans receivable for specific disclosures required by ASC 326.

 September 30, 2020September 30, 2019
 (In thousands, except ratio data)
Non-accrualNon-accrual with no ACL90 days or more past due and accruingNon-accrualNon-accrual with no ACL90 days or more past due and accruing
Commercial loans
Multi-family$— $— $— $— $— $— 
Commercial real estate3,771 — — 5,835 — — 
Commercial & industrial329 — — 1,292 — — 
Construction1,669 — — — — — 
Land - acquisition & development— — — 169 — — 
   Total commercial loans5,769 — — 7,296 — — 
Consumer loans
Single-family residential22,431 — 933 25,271 — 1,671 
Construction - custom— — — — — — 
Land - consumer lot loans243 — — 246 — 620 
HELOC553 — — 907 — — 
Consumer60 — 17 11 — 19 
   Total consumer loans23,287 — 950 26,435 — 2,310 
Total loans$29,056 $— $950 $33,731 $— $2,310 
% of total loans0.22 %0.28 %

The following tables break down loan delinquencies by loan portfolio segment and class.
September 30, 2020Days Delinquent Based on $ Amount of Loans% based
on $
Loan typeLoans Receivable (Amortized Cost)Current306090Total
($ in thousands)
Commercial loans
   Multi-Family$1,538,240 $1,538,240 $— $— $— $— — %
   Commercial Real Estate1,884,688 1,884,210 — 195 283 478 0.03 
   Commercial & Industrial2,115,513 2,114,650 — 583 280 863 0.04 
   Construction - Speculative1,352,414 1,350,752 — — 1,662 1,662 0.12 
   Land - Acquisition & Development153,571 153,571 — — — — — 
Total commercial loans7,044,426 7,041,423 — 778 2,225 3,003 0.04 
Consumer loans
   Single-Family Residential5,293,962 5,267,608 3,922 3,108 19,324 26,354 0.50 
   Construction - Custom295,953 295,953 — — — — — 
   Land - Consumer Lot Loans101,394 101,029 152 — 213 365 0.36 
   HELOC140,222 139,491 275 76 380 731 0.52 
   Consumer83,315 82,959 121 11 224 356 0.43 
Total consumer loans5,914,846 5,887,040 4,470 3,195 20,141 27,806 0.47 
Total Loans$12,959,272 $12,928,463 $4,470 $3,973 $22,366 $30,809 0.24 %
Delinquency %99.76%0.03%0.03%0.17%0.24%
45


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

September 30, 2019Days Delinquent Based on $ Amount of Loans% based
on $
Loan typeLoans Receivable (Net of Loans in Process)Current306090Total
($ in thousands)
Commercial loans
   Multi-Family$1,422,652 $1,422,652 $— $— $— $— — %
   Commercial Real Estate1,631,171 1,625,509 1,614 285 3,763 5,662 0.35 
   Commercial & Industrial1,268,695 1,267,828 — — 867 867 0.07 
   Construction - Speculative1,164,889 1,164,889 — — — — — 
   Land - Acquisition & Development161,194 161,194 — — — — — 
Total commercial loans5,648,601 5,642,072 1,614 285 4,630 6,529 0.12 
Consumer loans
   Single-Family Residential5,835,186 5,809,239 3,672 3,211 19,064 25,947 0.44 
   Construction - Custom255,505 255,505 — — — — — 
   Land - Consumer Lot Loans99,694 98,916 112 619 47 778 0.78 
   HELOC142,178 140,718 580 183 697 1,460 1.03 
   Consumer129,883 129,227 295 117 244 656 0.51 
Total consumer loans6,462,446 6,433,605 4,659 4,130 20,052 28,841 0.45 
Total Loans$12,111,047 $12,075,677 $6,273 $4,415 $24,682 $35,370 0.29 %
Delinquency %99.71%0.05%0.04%0.20%0.29%

The Company participated in the Small Business Administration’s Paycheck Protection Program. This program came about through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) passed by Congress to help small businesses keep their employees employed through the COVID-19 shelter in place orders. In 2020, the Company assisted over 6,500 businesses with more than $780,000,000 in PPP loan originations.
The Company is actively working with its borrowers to modify consumer mortgage and commercial loans to provide payment deferrals as a result of the COVID-19 pandemic. The terms of the payment deferrals are generally 90 days for consumer mortgage loans and up to 180 days for commercial loans and borrowers may be eligible for multiple deferrals. Pursuant to the CARES Act, these loan modifications are not accounted for as TDRs. As of September 30, 2020, 612 mortgage loans totaling $171,000,000 and 69 commercial loans totaling $167,000,000 that had been modified remain in deferral. These loans are not considered past due until after the deferral period is over and scheduled payments have resumed.
Most TDRs 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. The concession for these loans is typically a payment reduction through a rate reduction of 100 to 200 bps for a specific term, usually six to 12 months. Interest-only payments may also be approved during the modification period. Principal forgiveness is not an available option for restructured loans. As of September 30, 2020, the outstanding balance of TDRs was $91,408,000 as compared to $121,677,000 as of September 30, 2019. As of September 30, 2020, 97.4% of the restructured loans were performing. Single-family residential loans comprised 93.6% of TDRs as of September 30, 2020. The Company's ACL methodology takes into account the following performance indicators for restructured loans: 1) time since modification, 2) current payment status and 3) geographic area.

We evaluate the credit quality of our commercial loans based on regulatory risk ratings and also consider other factors. Based on this evaluation, the loans are assigned a grade and classified as follows:

•Pass – the credit does not meet one of the definitions below.

46


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
•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 collection or 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 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 tables present by credit quality indicator, loan class, and year of origination, the amortized cost basis of loans receivable as of September 30, 2020.

47


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

Term Loans Amortized Cost Basis by Origination Year
(In thousands)20202019201820172016Prior to 2016Revolving LoansRevolving to Term LoansTotal Loans
Commercial loans
Multi-family
Pass$397,008 $151,175 $267,832 $243,349 $177,888 $255,177 $14,263 $— $1,506,692 
Special Mention649 2,815 907 4,515 2,654 2,181 — — 13,721 
Substandard— 7,543 3,974 3,791 2,298 221 — — 17,827 
Total$397,657 $161,533 $272,713 $251,655 $182,840 $257,579 $14,263 $— $1,538,240 
Commercial real estate
Pass$425,246 $243,780 $259,958 $265,841 $182,584 $301,156 $2,558 $107 $1,681,230 
Special Mention5,096 13,694 3,987 14,910 303 54,194 — — 92,184 
Substandard4,196 25,607 2,718 38,289 10,041 30,423 — — 111,274 
Total$434,538 $283,081 $266,663 $319,040 $192,928 $385,773 $2,558 $107 $1,884,688 
Commercial & industrial
Pass$908,408 $64,015 $90,796 $79,421 $99,426 $75,672 $580,123 $848 $1,898,709 
Special Mention25,612 7,107 1,167 4,330 24,204 — 2,275 — 64,695 
Substandard30,894 9,696 10,780 901 23,907 4,561 71,223 147 152,109 
Total$964,914 $80,818 $102,743 $84,652 $147,537 $80,233 $653,621 $995 $2,115,513 
Construction
Pass$344,346 $405,030 $239,125 $132,034 $290 $— $66,961 $— $1,187,786 
Special Mention2,275 — 43,486 15,417 — — — — 61,178 
Substandard7 33,457 5,847 21,915 42,224 — — — 103,450 
Total$346,628 $438,487 $288,458 $169,366 $42,514 $— $66,961 $— $1,352,414 
Land - acquisition & development
Pass$47,223 $43,297 $18,139 $18,338 $3,774 $1,911 $5,316 $— $137,998 
Special Mention— — — — — 15,573 — — 15,573 
Total$47,223 $43,297 $18,139 $18,338 $3,774 $17,484 $5,316 $— $153,571 
Total commercial loans
Pass$2,122,231 $907,297 $875,850 $738,983 $463,962 $633,916 $669,221 $955 $6,412,415 
Special Mention33,632 23,616 49,547 39,172 27,161 71,948 2,275 — 247,351 
Substandard35,097 76,303 23,319 64,896 78,470 35,205 71,223 147 384,660 
Total$2,190,960 $1,007,216 $948,716 $843,051 $569,593 $741,069 $742,719 $1,102 $7,044,426 


48


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
Term Loans Amortized Cost Basis by Origination Year
(In thousands)20202019201820172016Prior to 2016Revolving LoansRevolving to Term LoansTotal Loans
Consumer loans
Single-family residential
Current$828,030 $585,133 $597,198 $714,066 $523,000 $2,020,181 $— $— $5,267,608 
30 days past due— — — 859 135 2,928 — — 3,922 
60 days past due— — — — — 3,108 — — 3,108 
90+ days past due— 680 — 440 640 17,564 — — 19,324 
Total$828,030 $585,813 $597,198 $715,365 $523,775 $2,043,781 $— $— $5,293,962 
Construction - custom
Current$200,853 $91,940 $3,160 $— $— $— $— $— $295,953 
Total$200,853 $91,940 $3,160 $— $— $— $— $— $295,953 
Land - consumer lot loans
Current$44,908 $18,139 $6,971 $7,693 $2,619 $20,699 $— $— $101,029 
30 days past due— — 152 — — — — — 152 
90+ days past due— — — 122 — 91 — — 213 
Total$44,908 $18,139 $7,123 $7,815 $2,619 $20,790 $— $— $101,394 
HELOC
Current$— $— $— $— $— $6,732 $131,353 $1,406 $139,491 
30 days past due— — — — — 44 231 — 275 
60 days past due— — — — — 37 39 — 76 
90+ days past due— — — — — 30 350 — 380 
Total$— $— $— $— $— $6,843 $131,973 $1,406 $140,222 
Consumer
Current$1,334 $1,527 $58,384 $129 $338 $18,523 $2,724 $— $82,959 
30 days past due— — — 62 — 59 — — 121 
60 days past due— — — — — 11 — — 11 
90+ days past due— 54 — 159 — 6 5 — 224 
Total$1,334 $1,581 $58,384 $350 $338 $18,599 $2,729 $— $83,315 
Total consumer loans
Current$1,075,125 $696,739 $665,713 $721,888 $525,957 $2,066,135 $134,077 $1,406 $5,887,040 
30 days past due— — 152 921 135 3,031 231 — 4,470 
60 days past due— — — — — 3,156 39 — 3,195 
90+ days past due— 734 — 721 640 17,691 355 — 20,141 
Total$1,075,125 $697,473 $665,865 $723,530 $526,732 $2,090,013 $134,702 $1,406 $5,914,846 

49


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
NOTE E - ALLOWANCE FOR LOAN LOSSES

For a detailed discussion of loans and credit quality, including accounting policies and the CECL methodology used to estimate the allowance for credit losses, see Note A, "Summary of Significant Accounting Policies."

As a result of the adoption of ASC 326 in fiscal 2020, with an effective date of October 1, 2019, there is a lack of comparability in both the allowance and provisions for credit losses for the periods presented. Results for reporting periods beginning after October 1, 2019 (as reflected in the table below) are presented using the CECL methodology, while comparative period information continues to be reported in accordance with the incurred loss methodology in effect for prior fiscal years. See Note B, "New Accounting Pronouncements," for details regarding the adoption of ASC 326.

September 30, 2019CECL Adoption ImpactOctober 1, 2019 (Post ASC 326 Adoption)September 30, 2020
(In thousands)
Allowance for credit losses:
Commercial loans
   Multi-family$7,391 $3,013 $10,404 $13,853 
   Commercial real estate13,170 (146)13,024 22,516 
   Commercial & industrial31,450 785 32,235 38,665 
   Construction32,304 (9,536)22,768 24,156 
   Land - acquisition & development9,155 1,749 10,904 10,733 
      Total commercial loans93,470 (4,135)89,335 109,923 
Consumer loans
   Single-family residential30,988 16,783 47,771 45,186 
   Construction - custom1,369 1,511 2,880 3,555 
   Land - consumer lot loans2,143 492 2,635 2,729 
   HELOC1,103 945 2,048 2,571 
   Consumer2,461 2,154 4,615 2,991 
      Total consumer loans38,064 21,885 59,949 57,032 
Total allowance for loan losses$131,534 $17,750 149,284 166,955 
Reserve for unfunded commitments$6,900 $10,750 17,650 25,000 
Total allowance for credit losses$138,434 $28,500 $166,934 $191,955 


50


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The following tables summarize the activity in the allowance for loan losses by loan portfolio segment and class.  

Twelve Months Ended September 30, 2020Beginning
Allowance
(Before ASC 326 Adoption)
Impact of ASC 326 AdoptionCharge-offsRecoveriesProvision &
Transfers
Ending Allowance (After ASC 326 Adoption)
 (In thousands)
Commercial loans
   Multi-family$7,391 $3,013 $— $498 $2,951 $13,853 
   Commercial real estate13,170 (146)(111)2,447 7,156 22,516 
   Commercial & industrial31,450 785 (4,196)443 10,183 38,665 
   Construction - speculative32,304 (9,536)— 188 1,200 24,156 
 Land - acquisition & development9,155 1,749 (11)2,070 (2,230)10,733 
      Total commercial loans93,470 (4,135)(4,318)5,646 19,260 109,923 
Consumer loans
   Single-family residential30,988 16,783 (131)1,394 (3,848)45,186 
   Construction - custom1,369 1,511 — — 675 3,555 
   Land - consumer lot loans2,143 492 (237)639 (308)2,729 
   HELOC1,103 945 — 95 428 2,571 
   Consumer2,461 2,154 (1,069)1,252 (1,807)2,991 
      Total consumer loans38,064 21,885 (1,437)3,380 (4,860)57,032 
$131,534 $17,750 $(5,755)$9,026 $14,400 $166,955 

Twelve Months Ended September 30, 2019Beginning Allowance
(Before ASC 326 Adoption)
Charge-offsRecoveriesProvision &
Transfers
Ending Allowance (Before ASC 326 Adoption)
(In thousands)
Commercial loans
   Multi-family$8,329 $— $— $(938)$7,391 
   Commercial real estate11,852 (428)1,102 644 13,170 
   Commercial & industrial28,702 (5,782)3,443 5,087 31,450 
   Construction - speculative31,317 — 99 888 32,304 
   Land - acquisition & development7,978 (107)7,457 (6,173)9,155 
      Total commercial loans88,178 (6,317)12,101 (492)93,470 
Consumer loans
   Single-family residential33,033 (268)1,020 (2,797)30,988 
   Construction - custom1,842 (1,973)— 1,500 1,369 
   Land - consumer lot loans2,164 (804)719 64 2,143 
   HELOC781 (1,086)46 1,362 1,103 
   Consumer3,259 (1,028)1,167 (937)2,461 
      Total consumer loans41,079 (5,159)2,952 (808)38,064 
$129,257 $(11,476)$15,053 $(1,300)$131,534 

Primarily due to the continued economic distress caused by the COVID-19 pandemic, the Company recorded a provision for credit losses of $21,750,000 for the year ended September 30, 2020, as compared to a release of $1,650,000 for the year ended September 30, 2019. The relatively significant credit loss provision for 2020 is due primarily to COVID-19 related factors
51


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
including estimated impacts to the energy, hospitality, restaurant and senior living industries. The release recorded for 2019 was a result of strong net recoveries and the overall quality of the loan portfolio as a result of a strong economy. The Company had recoveries, net of charge-offs, of $3,271,000 for the year ended September 30, 2020, compared with $3,577,000 of net recoveries for the year ended September 30, 2019. A loan is charged-off when the loss is estimable and it is confirmed that the borrower is not expected to be able to meet its contractual obligations. No allowance was recorded as of September 30, 2020 for the $745,081,000 of SBA PPP loans, which are included in the commercial & industrial loan category, due to the government guarantee.

Non-accrual loans decreased to $29,056,000 as of September 30, 2020, from $33,731,000 as of September 30, 2019. Non-performing assets totaled $37,695,000, or 0.20% of total assets, at September 30, 2020, compared to $43,826,000, or 0.27% of total assets, as of September 30, 2019.

As of September 30, 2020, the allowance for loan losses of $166,955,000 is for loans that are evaluated on a pooled basis, which was comprised of $115,457,000 related to the quantitative component and $51,498,000 related to management's qualitative overlays.
The following table shows loans collectively and individually evaluated for impairment and the related general and specific reserves.

September 30, 2019Loans Collectively Evaluated for ImpairmentLoans Individually Evaluated for Impairment
 General  Reserve
Allocation
Recorded Investment of LoansRatioSpecific  Reserve
Allocation
Recorded Investment of LoansRatio
 (In thousands) (In thousands)
Commercial loans
   Multi-family$7,387 $1,422,266 0.5 %$4 $385 1.0 %
   Commercial real estate12,847 1,618,406 0.8 323 12,765 2.5 
   Commercial & industrial31,358 1,266,913 2.5 92 1,805 5.1 
   Construction - speculative32,304 1,164,889 2.8 — — — 
   Land - acquisition & development9,135 160,964 5.7 20 230 8.7 
      Total commercial loans93,031 5,633,438 1.7 439 15,185 2.9 
Consumer loans
   Single-family residential30,988 5,822,200 0.5 — 17,978 — 
   Construction - custom1,369 255,505 0.5 — — — 
   Land - consumer lot loans2,143 95,574 2.2 — 375 — 
   HELOC1,103 140,378 0.8 — 837 — 
   Consumer2,461 129,527 1.9 — 50 — 
      Total consumer loans38,064 6,443,184 0.6 — 19,240 — 
$131,095 $12,076,622 1.1 %$439 $34,425 1.3 %

52


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

The Company has an asset quality review function that analyzes its loan portfolio and reports the results of the review to its 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 described in Note D "Loans Receivable."

The following table provides the amortized cost of loans receivable based on risk rating categories (as previously defined).
 
September 30, 2020Internally Assigned Grade
 PassSpecial mentionSubstandardDoubtfulLossTotal
 (In thousands)
Loan type
Commercial loans
   Multi-family$1,506,692 $13,721 $17,827 $— $— $1,538,240 
   Commercial real estate1,681,230 92,184 111,274 — — 1,884,688 
   Commercial & industrial1,898,709 64,695 152,109 — — 2,115,513 
   Construction - speculative1,187,786 61,178 103,450 — — 1,352,414 
   Land - acquisition & development137,998 15,573 — — — 153,571 
      Total commercial loans6,412,415 247,351 384,660 — — 7,044,426 
Consumer loans
   Single-family residential5,270,666 192 23,104 — — 5,293,962 
   Construction - custom295,953 — — — — 295,953 
   Land - consumer lot loans101,151 — 243 — — 101,394 
   HELOC139,646 — 576 — — 140,222 
   Consumer83,304 — 11 — — 83,315 
      Total consumer loans5,890,720 192 23,934 — — 5,914,846 
Total loans$12,303,135 $247,543 $408,594 $— $— $12,959,272 
Total grade as a % of total loans94.9 %1.9 %3.2 %— %— %

The following table provides the gross loans receivable based on risk rating categories (as previously defined).
53


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
September 30, 2019Internally Assigned Grade
 PassSpecial mentionSubstandardDoubtfulLossTotal Gross Loans
 (In thousands)
Loan type
Commercial loans
   Multi-family$1,418,837 $— $3,837 $— $— $1,422,674 
   Commercial real estate1,602,634 2,754 25,782 — — 1,631,170 
   Commercial & industrial1,229,891 18,125 20,679 — — 1,268,695 
   Construction - speculative2,038,052 — — — — 2,038,052 
   Land - acquisition & development200,283 — 3,824 — — 204,107 
      Total commercial loans6,489,697 20,879 54,122 — — 6,564,698 
Consumer loans
   Single-family residential5,808,444 — 26,750 — — 5,835,194 
   Construction - custom540,741 — — — — 540,741 
   Land - consumer lot loans98,828 — 866 — — 99,694 
   HELOC141,271 — 907 — — 142,178 
   Consumer129,872 — 11 — — 129,883 
      Total consumer loans6,719,156 — 28,534 — — 6,747,690 
Total gross loans$13,208,853 $20,879 $82,656 $— $— $13,312,388 
Total grade as a % of total gross loans99.2 %0.2 %0.6 %— %— %

54


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

The following table provides information on amortized cost of loans receivable based on borrower payment activity.
 
September 30, 2020Performing LoansNon-Performing Loans
 Amount% of Total LoansAmount% of Total Loans
 (In thousands)(In thousands)
Commercial loans
   Multi-family$1,538,240 100.0 %$— — %
   Commercial real estate1,880,917 99.8 3,771 0.2 
   Commercial & industrial2,115,184 100.0 329 — 
   Construction - speculative1,350,745 99.9 1,669 0.1 
   Land - acquisition & development153,571 100.0 — — 
      Total commercial loans7,038,657 99.9 5,769 0.1 
Consumer loans
   Single-family residential5,271,531 99.6 22,431 0.4 
   Construction - custom295,953 100.0 — — 
   Land - consumer lot loans101,151 99.8 243 0.2 
   HELOC139,669 99.6 553 0.4 
   Consumer83,255 99.9 60 0.1 
      Total consumer loans5,891,559 99.6 23,287 0.4 
Total$12,930,216 99.8 %$29,056 0.2 %

The following table provides information on gross loans based on borrower payment activity.
September 30, 2019Performing LoansNon-Performing Loans
 Amount% of Total
Gross  Loans
Amount% of Total
Gross  Loans
 (In thousands)(In thousands)
Commercial loans
   Multi-family$1,422,674 100.0 %$— — %
   Commercial real estate1,625,335 99.6 5,835 0.4 
   Commercial & industrial1,267,403 99.9 1,292 0.1 
   Construction - speculative2,038,052 100.0 — — 
   Land - acquisition & development203,938 99.9 169 0.1 
      Total commercial loans6,557,402 99.9 7,296 0.1 
Consumer loans
   Single-family residential5,809,923 99.6 25,271 0.4 
   Construction - custom540,741 100.0 — — 
   Land - consumer lot loans99,448 99.8 246 0.2 
   HELOC141,271 99.4 907 0.6 
   Consumer129,872 100.0 11 — 
      Total consumer loans6,721,255 99.6 26,435 0.4 
Total gross loans$13,278,657 99.7 %$33,731 0.3 %

55


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The following table provides information on impaired loan balances and the related allowances by loan types.
 
September 30, 2019Recorded
Investment
Unpaid
Principal
Balance
Related
Allowance
Average
Recorded
Investment
 (In thousands)
Impaired loans with no related allowance recorded:
Multi-family$— $— $— $286 
Commercial real estate7,467 11,881 — 8,890 
Commercial & industrial1,114 5,312 — 7,168 
Construction— — — 1,172 
Land - acquisition & development78 143 — 290 
Single-family residential17,979 19,252 — 16,685 
Construction - custom— — — 251 
Land - consumer lot loans344 848 — 287 
HELOC837 931 — 597 
Consumer50 119 — 23 
27,869 38,486 — 35,649 
Impaired loans with an allowance recorded:
Multi-family385 385 4 418 
Commercial real estate4,168 5,298 323 5,160 
Commercial & industrial426 691 92 2,535 
Construction— — — — 
Land - acquisition & development91 152 — 99 
Single-family residential112,042 114,609 2,208 125,976 
Construction - custom— — — — 
Land - consumer lot loans3,556 3,695 20 4,324 
HELOC949 963 — 961 
Consumer60 282 — 65 
121,677 126,075 2,647 (1)139,538 
Total:
Multi-family385 385 4 704 
Commercial real estate11,635 17,179 323 14,050 
Commercial & industrial1,540 6,003 92 9,703 
Construction— — — 1,172 
Land - acquisition & development169 295 — 389 
Single-family residential130,021 133,861 2,208 142,661 
Construction - custom— — — 251 
Land - consumer lot loans3,900 4,543 20 4,611 
HELOC1,786 1,894 — 1,558 
Consumer110 401 — 88 
$149,546 $164,561 $2,647 (1)$175,187 

____________________ 
(1)Includes $439,000 of specific reserves and $2,208,000 included in the general reserves.
56


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

NOTE F - FAIR VALUE MEASUREMENTS

FASB ASC 820 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. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active exchange markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company has established and documented the process for determining the fair values of its 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
Available-for-sale investment securities and derivative contracts
Securities available for sale are recorded at fair value on a recurring basis. The fair value of debt securities are priced using model pricing based on the securities' relationship to other benchmark quoted prices as provided by an independent third party, and under GAAP are considered a Level 2 input method. Securities that are traded on active exchanges, including the Company's equity securities, are measured using the closing price in an active market and are considered a Level 1 input method.
The Company offers interest rate swaps to its variable rate borrowers who want to manage their interest rate risk. At the same time, the Company enters into the opposite trade with a counter party to offset its interest rate risk. The Company has also entered various forms of fair value hedges and cash flow hedges using interest rate swaps. The fair value of these interest rate swaps are estimated by a third party pricing service using a discounted cash flow technique. These are considered a Level 2 input method.



57


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The following tables present the balance and level in the fair value hierarchy for assets and liabilities that are measured at fair value on a recurring basis.
September 30, 2020
Level 1Level 2Level 3Total
(In thousands)
Available-for-sale securities
U.S. government and agency securities$— $18,824 $— $18,824 
Asset-backed securities— 936,917 936,917 
Municipal bonds— 38,315 — 38,315 
Corporate debt securities— 287,184 — 287,184 
Mortgage-backed securities
Agency pass-through certificates— 968,252 — 968,252 
Total Available-for-sale securities— 2,249,492 — 2,249,492 
  Client swap program hedges— 48,201 — 48,201 
Total Financial Assets$— $2,297,693 $— $2,297,693 
Financial Liabilities
  Client swap program hedges$— $48,201 $— $48,201 
  Commercial loan fair value hedges— 8,492 — 8,492 
  Mortgage loan hedges— 16,061 — 16,061 
  Borrowings cash flow hedges— 17,375 — 17,375 
Total Financial Liabilities$— $90,129 $— $90,129 
There were no transfers between, into and/or out of Levels 1, 2 or 3 during the year ended September 30, 2020.

58


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
September 30, 2019
Level 1Level 2Level 3Total
(In thousands)
Available-for-sale securities
U.S. government and agency securities$— $21,088 $— $21,088 
Asset-backed securities— 249,690 — 249,690 
Municipal bonds— 22,642 — 22,642 
Corporate debt securities— 209,763 — 209,763 
Mortgage-backed securities
Agency pass-through certificates— 982,559 — 982,559 
Total Available-for-sale securities— 1,485,742 — 1,485,742 
  Client swap program hedges— 20,381 — 20,381 
  Mortgage loan fair value hedge— 1,608 — 1,608 
Total Financial Assets$— $1,507,731 $— $1,507,731 
Financial Liabilities
  Client swap program hedges$— $20,381 $— $20,381 
  Commercial loan hedges— 4,288 — 4,288 
  Borrowing hedges— 7,877 — 7,877 
Total Financial Liabilities$— $32,546 $— $32,546 
There were no transfers between, into and/or out of Level 1, 2 or 3 during the year ended September 30, 2019.
Measured on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as collateral dependent loans and real estate owned ("REO"). REO consists principally of properties acquired through foreclosure. From time to time, and on a nonrecurring basis, adjustments using fair value measurements are recorded to reflect increases or decreases based on the discounted cash flows, the current appraisal or estimated value of the collateral or REO property.

When management determines that the fair value of the collateral or the REO requires additional adjustments, either as a result of an updated appraised value or when there is no observable market price, the Company classifies the collateral dependent loan or real estate owned as Level 3. Level 3 assets recorded at fair value on a nonrecurring basis includes loans for which an allowance was established or a partial charge-off was recorded based on the fair value of collateral, as well as real estate owned where the fair value of the property was less than the cost basis.

59


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The following tables present the aggregated balance of assets that were measured at fair value on a nonrecurring basis for the periods presented, and the total gains (losses) resulting from those fair value adjustments during the respective periods. The estimated fair value measurements are shown gross of estimated selling costs.  

 September 30, 2020Twelve Months Ended September 30, 2020
 Level 1Level  2Level  3TotalTotal Gains (Losses)
 (In thousands)
Loans receivable (1)$— $— $2,277 $2,277 $(4,843)
Real estate owned (2)— — 4,757 4,757 (233)
Balance at end of period$— $— $7,034 $7,034 $(5,076)

(1)The gains (losses) represent re-measurements of collateral-dependent impaired loans.
(2)The gains (losses) represent aggregate write-downs and charge-offs on real estate owned.
 September 30, 2019Twelve Months Ended September 30, 2019
 Level 1Level  2Level  3TotalTotal Gains (Losses)
 (In thousands)
Impaired loans (1)$— $— $6,662 $6,662 $(7,796)
Real estate owned (2)— — 7,307 7,307 119 
Balance at end of period$— $— $13,969 $13,969 $(7,677)

(1)The gains (losses) represent re-measurements of collateral-dependent impaired loans.
(2)The gains (losses) represent aggregate write-downs and charge-offs on real estate owned.

The following describes the process used to value Level 3 assets measured on a nonrecurring basis:
At September 30, 2020, there was $718,000 in foreclosed residential real estate properties held as REO. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $2,663,000.

Fair Values of Financial Instruments

U. S. GAAP requires disclosure of fair value information about financial instruments, whether or not recognized on the statement of financial condition, for which it is practicable to estimate those values. Certain financial instruments and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value estimates presented do not reflect the underlying fair value of the Company. Although management is not aware of any factors that would materially affect the estimated fair value amounts presented below, such amounts have not been comprehensively revalued for purposes of these financial statements since the dates shown, and therefore, estimates of fair value subsequent to those dates may differ significantly from the amounts presented below. 

60


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
 September 30, 2020September 30, 2019
  
LevelCarrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
 (In thousands)
Financial assets
Cash and cash equivalents1$1,702,977 $1,702,977 $419,158 $419,158 
Available-for-sale securities:
U.S. government and agency securities218,824 18,824 21,088 21,088 
Asset-backed securities2936,917 936,917 249,690 249,690 
Municipal bonds238,315 38,315 22,642 22,642 
Corporate debt securities2287,184 287,184 209,763 209,763 
Mortgage-backed securities
Agency pass-through certificates2968,252 968,252 982,559 982,559 
Total available-for-sale securities2,249,492 2,249,492 1,485,742 1,485,742 
Held-to-maturity securities:
Mortgage-backed securities
Agency pass-through certificates2698,934 720,516 1,428,480 1,448,088 
Commercial MBS6,904 6,852 15,000 15,007 
Total held-to-maturity securities705,838 727,368 1,443,480 1,463,095 
Loans receivable312,792,317 13,392,089 11,930,575 12,617,600 
FHLB and FRB stock2141,990 141,990 123,990 123,990 
Other assets - client swap program hedges248,201 48,201 20,381 20,381 
Other assets - mortgage loan fair value hedges2— — 1,608 1,608 
Financial liabilities
Time deposits23,973,192 3,963,203 4,906,963 4,937,847 
FHLB advances and other borrowings22,700,000 2,722,509 2,250,000 2,282,887 
Other liabilities - client swap program hedges248,201 48,201 20,381 20,381 
Other liabilities - commercial loan fair value hedges28,492 8,492 4,288 4,288 
Other liabilities - mortgage loan fair value hedges216,061 16,061 — — 
Other liabilities - borrowings cash flow hedges217,375 17,375 7,877 7,877 

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 primarily priced using model pricing based on the securities' relationship to other benchmark quoted prices as provided by an independent third party, and are considered a Level 2 input method. Equity securities which are exchange traded are considered a Level 1 input method.
Loans receivable – Fair values are estimated first by stratifying the portfolios of loans with similar financial characteristics. Loans are segregated by type such as multi-family real estate, residential mortgage, construction, commercial, consumer and land loans. Each loan category is further segmented into fixed- and adjustable-rate interest terms. For residential mortgages and multi-family loans, the bank determined that its best exit price was by securitization. MBS benchmark prices are used as a base price, with further loan level pricing adjustments made based on individual loan characteristics such as FICO score, LTV, Property Type and occupancy. For all other loan categories an estimate of fair value is then calculated based on discounted cash
61


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
flows using a discount rate offered and observed in the market on similar products, plus an adjustment for liquidity to reflect the non-homogeneous nature of the loans, as well as, an annual loss rate based on historical losses to arrive at an estimated exit price fair value. Fair value for impaired loans is also based on recent appraisals or estimated cash flows discounted using rates commensurate with risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows and discount rates are judgmentally determined using available market information and specific borrower information.
FHLB and FRB stock – The fair value is based upon the par value of the stock which equates to its carrying value.
Time deposits – The fair value of fixed-maturity time deposits is estimated by discounting the estimated future cash flows using the rates currently offered for deposits with similar remaining maturities.
FHLB advances – 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.
Interest rate swaps – The Company offers interest rate swaps to its variable rate borrowers who want to manage their interest rate risk. At the same time, the Bank enters into the opposite trade with a counterparty to offset its interest rate risk. The Company also uses interest rate swaps for various fair value hedges and cash flow hedges. The fair value of interest rate swaps are estimated by a third-party pricing service using a discounted cash flow technique.

62


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

NOTE G - DERIVATIVES AND HEDGING ACTIVITIES
 
On October 1, 2018, the Company early adopted ASU 2017-12, Targeted Improvements to Accounting for Hedge Activities. This standard primarily impacts the accounting for derivatives designated as fair value and cash flow accounting hedges.

The following tables present the fair value, notional amount and balance sheet classification of derivative assets and liabilities at September 30, 2020 and September 30, 2019.

September 30, 2020Derivative AssetsDerivative Liabilities
Balance Sheet LocationNotionalFair ValueBalance Sheet LocationNotionalFair Value
(In thousands)(In thousands)
Client swap program hedgesOther assets$656,074 $48,201 Other liabilities$656,074 $48,201 
Commercial loan fair value hedgesOther assets— — Other liabilities93,316 8,492 
Mortgage loan fair value hedgesOther assets— — Other liabilities500,000 16,061 
Borrowings cash flow hedgesOther assets— — Other liabilities1,600,000 17,375 
$656,074 $48,201 $2,849,390 $90,129 

September 30, 2019Derivative AssetsDerivative Liabilities
Interest rate contract purposeBalance Sheet LocationNotionalFair ValueBalance Sheet LocationNotionalFair Value
(In thousands)(In thousands)
Client swap program hedgesOther assets$425,607 $20,381 Other liabilities$425,607 $20,381 
Commercial loan fair value hedgesOther assets— — Other liabilities95,645 4,288 
Mortgage loan fair value hedgesOther assets200,000 1,608 Other liabilities— — 
Borrowings cash flow hedgesOther assets— — Other liabilities700,000 7,877 
$625,607 $21,989 $1,221,252 $32,546 

The Company enters into interest rate swaps to hedge interest rate risk. These arrangements include hedges of individual fixed rate commercial loans and also hedges of a specified portion of pools of prepayable fixed rate mortgage loans under the "last of layer" method. These relationships qualify as fair value hedges under FASB ASC 815, Derivatives and Hedging ("ASC 815"), which provides for offsetting of the recognition of gains and losses of the respective interest rate swap and the hedged items. Gains and losses on interest rate swaps designated in these hedge relationships, along with the offsetting gains and losses on the hedged items attributable to the hedged risk, are recognized in current earnings within the same income statement line item.

Upon electing to apply ASC 815 fair value hedge accounting, the carrying value of the hedged items are adjusted to reflect the cumulative impact of changes in fair value attributable to the hedged risk. The hedge basis adjustment remains with each hedged item until the hedged item is de-recognized from the balance sheet. The following tables presents the impact of fair value hedge accounting on the carrying value of the hedged items at September 30, 2020 and September 30, 2019.

(In thousands)September 30, 2020
Balance sheet line item in which hedged item is recordedCarrying value of hedged itemsCumulative gain (loss) fair value hedge adjustment included in carrying amount of hedged items
Loans receivable (1) (2)$2,562,765 $24,664 
$2,562,765 $24,664 

(1) Includes the amortized cost basis of the closed mortgage loan portfolios used to designate the hedging relationships in which the hedged items are the last layer expected to be remaining at the end of the hedging
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
relationships. At September 30, 2020, the amortized cost basis of the closed loan portfolios used in the hedging relationships was $2,461,008,000, the cumulative basis adjustment associated with the hedging relationships was $16,049,000, and the amount of the designated hedged items was $500,000,000.

(2) Includes the amortized cost basis of commercial loans designated in fair value hedging relationships. At September 30, 2020, the amortized cost basis of the hedged commercial loans was $101,757,000 and the cumulative basis adjustment associated with the hedging relationships was $8,615,000.


(In thousands)September 30, 2019
Balance sheet line item in which hedged item is recordedCarrying value of hedged itemsCumulative gain (loss) fair value hedge adjustment included in carrying amount of hedged items
Loans receivable (1) (2)$1,612,208 $(2,680)
$1,612,208 $2,680 

(1) Includes the amortized cost basis of the closed mortgage loan portfolios used to designate the hedging relationships in which the hedged items are the last layer expected to be remaining at the end of the hedging relationships. At September 30, 2019, the amortized cost basis of the closed loan portfolios used in the hedging relationships was $1,520,647,000, the cumulative basis adjustment associated with the hedging relationships was $1,608,000, and the amount of the designated hedged items was 200,000,000.

(2) Includes the amortized cost basis of commercial loans designated in fair value hedging relationships. At September 30, 2019, the amortized cost basis of the hedged commercial loans was $91,561,000 and the cumulative basis adjustment associated with the hedging relationships was $4,288,000.


The Company has entered into interest rate swaps to convert certain short-term borrowings to fixed rate payments. The primary purpose of these hedges is to mitigate the risk of changes in future cash flows resulting from increasing interest rates. For qualifying cash flow hedges under ASC 815, gains and losses on the interest rate swaps are recorded in accumulated other comprehensive income ("AOCI") and then reclassified into earnings in the same period the hedged cash flows affect earnings and within the same income statement line item as the hedged cash flows. As of September 30, 2020, the maturities for hedges of adjustable rate borrowings ranged from less than one year to ten years, with the weighted average being 6.7 years.

The following table presents the impact of derivative instruments (cash flow hedges on borrowings) on AOCI for the periods presented.

(In thousands)Twelve Months Ended September 30,
Amount of gain/(loss) recognized in AOCI on derivatives in cash flow hedging relationships20202019
Interest rate contracts:
Pay fixed/receive floating swaps on cash flow hedges of borrowings$(9,499)$(28,519)
Total pre-tax gain/(loss) recognized in AOCI$(9,499)$(28,519)

64


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The following table presents the gains/(losses) on derivative instruments in fair value and cash flow accounting hedging relationships under ASC 815 for the period presented.

Twelve Months Ended September 30, 2020Twelve Months Ended September 30, 2019
Interest income on loans receivableInterest expense on FHLB advancesInterest income on loans receivableInterest expense on FHLB advances
(In thousands)(In thousands)
Interest income/(expense), including the effects of fair value and cash flow hedges$545,708 $(51,445)$568,096 $(68,190)
Gain/(loss) on fair value hedging relationships:
Interest rate contracts
Amounts related to interest settlements on derivatives$(898)$128 
Recognized on derivatives(21,873)(6,504)
Recognized on hedged items21,906 6,479 
Net income/(expense) recognized on fair value hedges$(865)$103 
Gain/(loss) on cash flow hedging relationships:
Interest rate contracts
Amounts related to interest settlements on derivatives$6,075 $(2,823)
Amount of derivative gain/(loss) reclassified from AOCI into interest income/expense— — 
Net income/(expense) recognized on cash flow hedges$6,075 $(2,823)

The Company periodically enters into certain interest rate swap agreements in order to provide commercial loan customers the ability to convert from variable to fixed interest rate payments, while the Company retains a variable rate loan. Under these agreements, the Company enters into a variable rate loan agreement and a swap agreement with the client. The swap agreement effectively converts the client’s variable rate loan into a fixed rate. The Company enters into a corresponding swap agreement with a third party in order to offset its exposure on the variable and fixed components of the client's swap agreement. The interest rate swaps are derivatives under ASC 815, with changes in fair value recorded in earnings. There was no net impact to the statement of operations for the years ended September 30, 2020 and 2019 as the changes in fair value of the receive fixed swap and pay fixed swap offset each other. As of September 30, 2020, $34,283,000 of the outstanding notional balance is associated with a related party loan.

The following table presents the impact of derivative instruments (client swap program) that are not designated in accounting hedges under ASC 815 for the periods presented.

(In thousands)Twelve Months Ended September 30,
Derivative instrumentsClassification of gain/(loss) recognized in income on derivative instrument20202019
Interest rate contracts:
Pay fixed/receive floating swapOther noninterest income$(27,820)$(33,112)
Receive fixed/pay floating swapOther noninterest income27,820 33,112 
$— $— 


65


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
NOTE H – REVENUE FROM CONTRACTS WITH CUSTOMERS

On October 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers ("ASC 606"). Since net interest income on financial assets and liabilities is excluded from this guidance, a significant majority of our revenues are not subject to the new guidance.

Revenue streams that are within the scope of the new guidance are presented within noninterest income and are, in general, recognized as revenue at the same time the Company's obligation to the customer is satisfied. Most of the Company's customer contracts that are within the scope of the new guidance are cancelable by either party without penalty and are short-term in nature. These sources of revenue include depositor and other consumer and business banking fees, commission income, as well as debit and credit card interchange fees. For fiscal years ended 2020 and 2019, in scope revenue streams represented approximately 5.1% and 5.0% of our total revenues, respectively. As this standard is immaterial to our consolidated financial statements, the Company has omitted certain disclosures in ASC 606, including the disaggregation of revenue table. Sources of noninterest income within the scope of the new guidance include the following:

Deposit related and other service charges (recognized in Deposit Fee Income): The Company's deposit accounts are governed by standardized contracts customary in the industry. Revenues are earned at a point in time or over time (monthly) from account maintenance fees and charges for specific transactions such as wire transfers, stop payment orders, overdrafts, debit card replacements, check orders and cashiers' checks. The Company’s performance obligation related to each of these fees is generally satisfied, and the related revenue recognized, at the time the service is provided (point in time or monthly). The Company is principal in each of these contracts.

Debit and credit card interchange fees (recognized in Deposit Fee Income): The Company receives interchange fees from the debit card and credit card payment networks based on transactions involving debit or credit cards issued by the Company, generally measured as a percentage of the underlying transaction. Interchange fees from debit and credit card transactions are recognized as the transaction processing services are provided by the network. The Company acts as an agent in the card payment network arrangement so the interchange fees are recorded net of any expenses paid to the principal (the card payment networks in this case).

Insurance agency commissions (recognized in Other Income): WAFD Insurance Group, Inc. is a wholly-owned subsidiary of Washington Federal Bank, N.A. that operates as an insurance agency, selling and marketing property and casualty insurance policies for a small number of high-quality insurance carriers. WAFD Insurance Group, Inc. earns revenue in the form of commissions paid by the insurance carriers for policies that have been sold. In addition to the origination commission, WAFD Insurance Group, Inc. may also receive contingent incentive fees based on the volume of business generated for the insurance carrier and based on policy renewal rates.



NOTE I - INTEREST RECEIVABLE
 
The following table provides a summary of interest receivable by interest-earning asset type.

September 30, 2020September 30, 2019
 (In thousands)
Loans receivable$48,704 $41,429 
Mortgage-backed securities3,071 6,107 
Investment securities2,024 1,321 
$53,799 $48,857 
 

66



NOTE J - PREMISES AND EQUIPMENT
 
The following table provides a summary of premises and equipment by asset type.

  
September 30, 2020September 30, 2019
 Estimated
Useful Life
(In thousands)
Land— $98,852 $117,431 
Buildings
10 - 40
175,390 165,088 
Leasehold improvements
5 - 15
15,123 22,765 
Furniture, software and equipment
2 - 10
123,264 138,553 
412,629 443,837 
Less accumulated depreciation and amortization(159,824)(169,822)
$252,805 $274,015 
 



67


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
NOTE K - CUSTOMER ACCOUNTS
 
The following tables provide the composition of the Company's customer accounts, including time deposits.

  
September 30, 2020September 30, 2019
 Deposit Account BalanceAs a % of Total DepositsWeighted
Average Rate
Deposit Account BalanceAs a % of Total DepositsWeighted
Average Rate
($ in thousands)
Non-interest checking$2,164,071 15.7 %— %$1,621,343 13.5 %— %
Interest checking3,029,576 22.0 0.23 1,984,576 16.6 0.61 
Savings872,087 6.3 0.11 753,574 6.3 0.13 
Money market3,740,698 27.1 0.30 2,724,308 22.7 0.82 
Time deposits3,973,192 28.8 1.17 4,906,963 40.9 1.91 
Total$13,779,624 100 %0.48 %$11,990,764 100 %1.08 %

Time deposits by rate band are as follows:September 30, 2020September 30, 2019
 (In thousands)
Less than 1.00%$920,220 $21,281 
1.00% to 1.99%2,967,345 3,588,689 
2.00% to 2.99%85,533 1,294,889 
3.00% to 3.99%94 2,104 
$3,973,192 $4,906,963 
Time deposits by maturity band are as follows:September 30, 2020September 30, 2019
 (In thousands)
Within 1 year$3,127,416 $3,489,839 
1 to 2 years532,264 925,170 
2 to 3 years111,204 294,990 
Over 3 years202,308 196,964 
$3,973,192 $4,906,963 
 
Customer accounts over $250,000 totaled $5,491,395,000 as of September 30, 2020, compared to $3,609,961,000 as of September 30, 2019.

68


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
Interest expense on customer accounts consisted of the following: 

Year ended September 30,202020192018
(In thousands)
Checking accounts$8,447 $12,499 $6,072 
Savings accounts959 980 920 
Money market accounts18,951 21,967 7,788 
Time deposit accounts72,494 87,665 58,468 
100,851 123,111 73,248 
Less early withdrawal penalties(539)(895)(756)
$100,312 $122,216 $72,492 
Weighted average interest rate at end of year0.48 %1.08 %0.87 %
Daily weighted average interest rate during the year0.94 %1.05 %0.65 %


NOTE L - FHLB ADVANCES AND OTHER BORROWINGS
 
The table below shows the contractual maturity dates of outstanding FHLB advances.
 
September 30, 2020September 30, 2019
 (In thousands)
FHLB advances
Within 1 year$1,830,000 $950,000 
1 to 3 years520,000 750,000 
3 to 5 years350,000 400,000 
More than 5 years— 150,000 
$2,700,000 $2,250,000 
 
As of September 30, 2020, there is $100,000,000 of FHLB advances that are callable as of August 7, 2020 and quarterly thereafter.
 
Financial information pertaining to the weighted-average cost and the amount of FHLB advances were as follows.
 
202020192018
 ($ in thousands)
Weighted average interest rate, including cash flow hedges, at end of year1.79 %2.49 %2.66 %
Weighted daily average interest rate, including cash flow hedges, during the year2.03 %2.69 %2.62 %
Daily average of FHLB advances during the year$2,532,596 $2,533,890 $2,384,795 
Maximum amount of FHLB advances at any month end$3,050,000 $2,665,000 $2,620,000 
Interest expense during the year (including swap interest income and expense)$51,445 $68,190 $62,452 
 

The Bank has a credit line with the FHLB equal to 45% of total assets, subject to collateral requirements.

The Bank has entered into borrowing agreements with the FHLB to borrow funds under a short-term floating rate cash management advance program and a fixed-rate term loan agreements. All borrowings are secured by stock of the FHLB, deposits with the FHLB and a blanket pledge of qualifying loans receivable as provided in the agreements with the FHLB.
69


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018


NOTE M - COMMITMENTS AND CONTINGENCIES

Lease Commitments - The Company’s lease commitments consist primarily of real estate property for branches and office space under various non-cancellable operating leases that expire between 2021 and 2070. The majority of the leases contain renewal options and provisions for increases in rental rates based on a predetermined schedule or an agreed upon index. If, at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the right-of-use asset and lease liability.

Operating lease liabilities and right-of-use assets are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The future lease payments are discounted at a rate that represents the Company's collateralized borrowing rate for financing instruments of a similar term and are included in Accrued expenses and other liabilities. The related right-of-use asset is included in Other assets.

The table below presents the Company’s operating lease right-of-use asset and the related lease liability.



(In thousands)September 30, 2020
Operating lease asset$31,610 
Operating lease liability$33,302 


As of September 30, 2020, the Company’s operating leases have a weighted average remaining lease term of 8.8 years and a weighted average discount rate of 1.9%. Cash paid for amounts included in the measurement of the above operating lease liability was $6,494,000 for the twelve months ended September 30, 2020. Right-of-use assets obtained in exchange for new operating lease liabilities during the same period were $8,341,000.

The following table presents the components of net lease costs, a component of Occupancy expense. The Company elected not to separate lease and non-lease components and instead account for them as a single lease component. Variable lease costs include subsequent increases in index-based rents and variable payments such as common area maintenance.

(In thousands)Twelve Months Ended September 30,
2020
Operating lease cost$6,557 
Variable lease cost1,353 
Sublease income(338)
      Net lease cost$7,572 


70


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018



The following table shows future minimum payments for operating leases as of September 30, 2020 for the respective periods.

(In thousands)Year ending September 30,
2021$6,617 
20225,917 
20235,348 
20244,547 
20253,603 
Thereafter10,389 
Total minimum payments36,421 
Amounts representing interest(3,119)
Present value of minimum lease payments$33,302 


Future minimum lease payments for the Company’s operating leases as of September 30, 2019, prior to the adoption of the new lease guidance, were as follows.

(In thousands)Year ending September 30,
2020$5,838 
20215,246 
20224,698 
20234,302 
20243,596 
Thereafter10,531 
Total minimum payments$34,211 

Rental expense, including amounts paid under month-to-month cancelable leases, amounted to $6,455,000 and $6,477,000 in 2019, and 2018, respectively.

Financial Instruments with Off-Balance Sheet Risk - The only material off-balance-sheet credit exposures are loans in process and unused lines of credit, which had a combined balance of $2,738,095,000 and $2,379,089,000 at September 30, 2020 and September 30, 2019, respectively. The reserve for unfunded commitments was $25,000,000 as of September 30, 2020, which is an increase from $6,900,000 at September 30, 2019. See Note A "Summary of Significant Accounting Policies" for details regarding the reserve methodology.

Legal Proceedings - The Company and its subsidiaries are from time to time defendants in and are threatened with various legal proceedings arising from regular business activities. Management, after consulting with legal counsel, is of the opinion that the ultimate liability, if any, resulting from these pending or threatened actions and proceedings will not have a material effect on the financial statements of the Company.
71


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
NOTE N - INCOME TAXES

Effective January 1, 2018, the corporate income tax rate was reduced to 21%. Because the Company has a fiscal year end of September 30, the reduced corporate tax rate resulted in the application of a blended federal statutory tax rate of 24.53% for its fiscal year 2018 and then 21% thereafter.

Under generally accepted accounting principles, the Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to reverse.
The table below provides a summary of the Company's tax assets and liabilities, including deferred tax assets and deferred tax liabilities by major source. Deferred tax balances represent temporary differences between the financial statement and corresponding tax treatment of income, gains, losses, deductions or credits.

September 30, 2020September 30, 2019
 (In thousands)
Deferred tax assets
Allowance for credit losses$44,150 $31,494 
REO reserves265 255 
Non-accrual loan interest892 891 
Federal and state tax credits— 537 
Deferred compensation3,506 3,022 
Stock based compensation2,218 1,876 
Lease liability7,660 — 
Other2,269 2,081 
Total deferred tax assets60,960 40,156 
Deferred tax liabilities
FHLB stock dividends14,637 14,478 
Valuation adjustment on available-for-sale securities and cash flow hedges5,064 4,503 
Loan origination fees and costs7,116 8,385 
Premises and equipment21,399 25,399 
Lease right-of-use assets7,270 — 
Other5,767 2,851 
Total deferred tax liabilities61,253 55,616 
Net deferred tax asset (liability)(293)(15,460)
Current tax asset (liability)6,001 10,356 
Net tax asset (liability)$5,708 $(5,104)

72


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The table below presents a reconciliation of the statutory federal income tax rate to the Company's effective income tax rate.

Year ended September 30,202020192018
Statutory income tax rate21 %21 %25 %
State income tax2 2 2 
Impact of change in Federal income tax rate— — (2)
Other differences(2)(3)(4)
Effective income tax rate21 %20 %21 %

The following table summarizes the Company's income tax expense (benefit) for the respective periods.

Year ended September 30,202020192018
(In thousands)
Federal:
Current$49,782 $46,376 $40,314 
Deferred(7,858)1,916 8,952 
41,924 48,292 49,266 
State:
  Current$5,310 $4,557 $4,243 
  Deferred(1,486)(330)(116)
3,824 4,227 4,127 
Total
  Current55,092 50,933 44,557 
  Deferred(9,344)1,586 8,836 
$45,748 $52,519 $53,393 

Based on current information, the Company does not expect that changes in the amount of unrecognized tax benefits over the next 12 months will have a significant impact on its results of operations or financial position. The Company does not have a liability for uncertain tax positions as of September 30, 2020 or September 30, 2019.
The Company's federal income tax returns are open and subject to potential examination by the IRS for fiscal years 2017 and later. State income tax returns are generally subject to examination for a period of three to five years after filing. The state impact of any federal changes remains subject to examination by various states for a period of up to two years after formal notification to the states.

NOTE O - 401(k) PLAN

The Company maintains a 401(k) Plan (the "Plan") for the benefit of its employees. Company contributions are made annually as approved by the Board of Directors. Such amounts are not in excess of amounts permitted by the Employee Retirement Income Security Act of 1974.

Plan participants may make voluntary after-tax contributions of their considered earnings as defined by the Plan. In addition, participants may make pre-tax contributions up to the statutory limits through the 401(k) provisions of the Plan. The annual addition from contributions to an individual participant's account in this Plan cannot exceed the lesser of 100% of base salary or $56,000.
73


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

New employees become eligible to participate in the Plan and make employee contributions on the first day of the calendar month following the completion of 30 days days of employment. Such eligible employees do not become eligible for profit sharing or matching contributions until the first day of the quarter (January 1, April 1, July 1 or October 1) following completion of 1 year of service. A “year of service” is defined as a 12-month period in which the eligible employee works at least 1,000 hours of service and the first eligibility service period started on the first day of employment.

The Plan provides for a guaranteed safe harbor matching contribution equal to 100% of the first 4% of compensation that employees contribute to their account and this amount is immediately vested. The safe harbor match is not subject to the six year vesting schedule of the profit sharing contribution. This provides plan participants more investment flexibility. The Company anticipates that all eligible employees, regardless of personal plan participation, will continue to receive an annual discretionary profit sharing contribution from the Company, now capped at 7% of eligible compensation with this change.

Company contributions to the Plan amounted to $8,333,000, $6,920,000 and $5,910,000 for the years ended 2020, 2019 and 2018, respectively.

NOTE P - STOCK AWARD PLANS

The Company's stock based compensation plan provides for grants of stock options and restricted stock. On January 22, 2020, the shareholders approved the 2020 Incentive Plan. Upon approval of the 2020 Incentive Plan, the 2011 Incentive Plan terminated with respect to future awards, and the remaining shares that were not awarded under the 2011 Incentive Plan as of that date were canceled. A total of 3,200,000 shares are available for grant under the 2020 Incentive Plan and 2,546,414 shares remain available for issuance as of September 30, 2020.

When applicable, stock options are granted with an exercise price equal to the market price of the Company's stock at the date of grant; those option awards generally vest based on three to five years of continuous service and have 10-year contractual terms. The Company's policy is to issue new shares upon option exercises. The fair value of stock options granted is estimated on the date of grant using the Black-Scholes option-pricing model. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Expected volatility is based on the historical volatility of the Company's stock. The risk-free interest rate is based on the U.S. Treasury yield curve that is in effect at the time of grant with a remaining term equal to the options' expected life. The expected term represents the period of time that options granted are expected to be outstanding.

Stock Option Awards:

There were 1,043,349 stock options granted under the incentive plans during 2020, compared to 356,343 stock options granted in 2019 and no stock options granted in 2018 under the previous plan.

A summary of stock option activity and changes during the year are as follows.
74


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
OptionsNumber of OptionsWeighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value
(In thousands)
Outstanding at September 30, 201851,060 $15.25 2$855 
Granted356,343 28.16 
Exercised(22,975)12.99 
Forfeited(64,141)27.96 
Outstanding at September 30, 2019320,287 27.21 83,136 
Granted1,043,349 29.53 
Exercised(8,085)17.88 
Forfeited(125,827)30.25 
Outstanding at September 30, 20201,229,724 $28.93 9$— 
Exercisable at September 30, 202019,535 $16.88 0.5$78 

The table below presents other information regarding stock options.

Year ended September 30,202020192018
(In thousands, except grant date fair value per stock option)
Compensation cost for stock options$1,344 $521 $— 
Weighted average grant date fair value per stock option4.37 5.21 3.15 
Total intrinsic value of options exercised102 414 908 
Grant date fair value of options exercised33 51 285 
Cash received from option exercises144 298 1,338 

The following is a summary of activity related to unvested stock options.

Year ended September 30,202020192018
Unvested Stock OptionsOptions OutstandingWeighted
Average
Grant Date
Fair Value
Options OutstandingWeighted
Average
Grant Date
Fair Value
Options OutstandingWeighted
Average
Grant Date
Fair Value
Outstanding at beginning of period293,167 $5.33 — $— — $— 
Granted1,043,349 4.17 356,343 5.33 — — 
Vested— — — — — — 
Forfeited(125,827)4.83 (63,176)5.33 — — 
Outstanding at end of period1,210,689 $4.38 293,167 $5.33 — $— 

As of September 30, 2020, there was $3,437,000 of unrecognized compensation cost related to stock options.

Restricted Stock Awards:

The Company grants shares of restricted stock pursuant to the incentive plans. The restricted stock grants are subject to a service condition and vest over a period of one to seven years.

75


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
Certain grants of restricted stock to executive officers are also subject to additional market and performance conditions based upon meeting certain total shareholder return targets pre-established by the Board. The Company had a total of 409,469 shares of restricted stock outstanding as of September 30, 2020, with a total grant date fair value of $9,958,286.

The following table summarizes information about unvested restricted stock activity.
Year ended September 30,202020192018
Non-vested Restricted StockOutstandingWeighted
Average
Fair Value
OutstandingWeighted
Average
Fair Value
OutstandingWeighted
Average
Fair Value
Outstanding at beginning of period435,838 $23.73 460,999 $22.52 466,681 $18.56 
Granted197,706 26.24 249,272 21.41 205,100 26.11 
Vested(205,715)25.56 (159,103)26.09 (198,620)16.65 
Forfeited(18,360)17.20 (115,330)10.61 (12,162)27.00 
Outstanding at end of period409,469 $24.32 435,838 $23.73 460,999 $22.52 

Compensation expense related to restricted stock awards was $4,453,000, $4,188,000, and $4,259,000 for the years ended 2020, 2019 and 2018, respectively.

NOTE Q - SHAREHOLDERS' EQUITY

The Company and the Bank are subject to various regulatory capital requirements. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of Common Equity Tier 1, Tier 1 and Total capital to risk weighted assets (as defined in the regulations) and Tier 1 capital to average assets (as defined in the regulations). Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. The Company and the Bank are also subject to certain restrictions on the amount of dividends that they may declare without prior regulatory approval.

As of September 30, 2020, and 2019, the Company and the Bank met all capital adequacy requirements to which they are subject, and the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum Common Equity Tier 1, Tier 1 risk-based, Total risk-based and Tier 1 leverage ratios as set forth in the following table. The Bank's actual capital amounts and ratios as of these dates are also presented. There are no conditions or events since that management believes have changed the Bank's categorization.


76


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
 ActualCapital Adequacy
Guidelines
Categorized as Well Capitalized Under Prompt Corrective Action Provisions
  
CapitalRatioRatioRatio
September 30, 2020($ in thousands)
Common Equity Tier 1 risk-based capital ratio:
The Company$1,687,676 12.93 %4.50 %NA
The Bank1,625,478 12.46 4.50 6.50 %
Tier 1 risk-based capital ratio:
The Company1,687,676 12.93 6.00 NA
The Bank1,625,478 12.46 6.00 8.00 
Total risk-based capital ratio:
The Company1,851,136 14.19 8.00 NA
The Bank1,788,904 13.71 8.00 10.00 
Tier 1 leverage ratio:
The Company1,687,676 9.28 4.00 NA
The Bank1,625,478 8.94 4.00 5.00 
September 30, 2019
Common Equity Tier 1 risk-based capital ratio:
The Company$1,710,147 14.30 %4.50 %NA
The Bank1,666,426 13.93 4.50 6.50 %
Tier 1 risk-based capital ratio:
The Company1,710,147 14.30 6.00 NA
The Bank1,666,426 13.93 6.00 8.00 
Total risk-based capital ratio:
The Company1,848,581 15.45 8.00 NA
The Bank1,804,860 15.09 8.00 10.00 
Tier 1 leverage ratio:
The Company1,710,147 10.51 4.00 NA
The Bank1,666,426 10.24 4.00 5.00 

At periodic intervals, the Federal Reserve, the OCC and the FDIC routinely examine the Company's and the Bank's financial statements as part of their oversight. Based on their examinations, these regulators can direct that the Company's or Bank's financial statements be adjusted in accordance with their findings.

The Company and the Bank are subject to regulatory restrictions on paying dividends.

The Company has an ongoing share repurchase program and 3,339,530 shares were repurchased during 2020 at a weighted average price of $33.58. In 2019, 4,065,837 shares were repurchased at a weighted average price of $30.46. As of September 30, 2020, management had authorization from the Board of Directors to repurchase up to 4,627,231 additional shares.

77


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
The following table sets forth information regarding earnings per share calculations.

Year ended September 30,202020192018
Weighted average shares outstanding76,721,969 80,471,316 85,008,040 
Weighted average dilutive warrants— 4,448 63,079 
Weighted average dilutive options9,495 19,399 38,724 
Weighted average diluted shares76,731,464 80,495,163 85,109,843 
Net income (In thousands)$173,438 $210,256 $203,850 
Basic EPS$2.26 $2.61 $2.40 
Diluted EPS2.26 2.61 2.40 


NOTE R - FINANCIAL INFORMATION – WASHINGTON FEDERAL, INC.

The following Washington Federal, Inc. (parent company only) financial information should be read in conjunction with the other notes to the Consolidated Financial Statements.

 
Condensed Statements of Financial Condition
September 30, 2020September 30, 2019
 (In thousands)
Assets
Cash$57,198 $38,721 
Other assets5,000 5,000 
Investment in subsidiary1,951,935 1,989,274 
Total assets$2,014,133 $2,032,995 
Liabilities
Other liabilities$— $— 
Total liabilities— — 
Shareholders’ equity
Total shareholders’ equity2,014,133 2,032,995 
Total liabilities and shareholders’ equity$2,014,133 $2,032,995 


78


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
Condensed Statements of Operations
Twelve Months Ended September 30,202020192018
 (In thousands)
Income
Dividends from subsidiary$190,900 $208,389 $198,294 
Total Income190,900 208,389 198,294 
Expense
Miscellaneous expense529 448 439 
Total expense529 448 439 
Net income (loss) before equity in undistributed net income (loss) of subsidiary190,371 207,941 197,855 
Equity in undistributed net income (loss) of subsidiaries(17,055)2,213 5,880 
Income before income taxes173,316 210,154 203,735 
Income tax benefit (expense)122 102 115 
Net income$173,438 $210,256 $203,850 

Condensed Statements of Cash Flows
Twelve Months Ended September 30,202020192018
 (In thousands)
Cash Flows From Operating Activities
Net income$173,438 $210,256 $203,850 
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income (loss) of subsidiaries17,055 (2,213)(5,880)
Stock based compensation expense6,469 5,265 4,771 
Increase (decrease) in other liabilities— (3,489)3,424 
Net cash provided by (used in) operating activities196,962 209,819 206,165 
Cash Flows From Investing Activities
Purchase of strategic investments— (5,000)— 
Net cash provided by (used in) investing activities— (5,000)— 
Cash Flows From Financing Activities
Proceeds from exercise of common stock options and related tax benefit144 740 1,338 
Treasury stock purchased(112,133)(123,854)(164,249)
Dividends paid on common stock(66,496)(63,318)(55,997)
Net cash provided by (used in) financing activities(178,485)(186,432)(218,908)
Increase (decrease) in cash18,477 18,387 (12,743)
Cash at beginning of year38,721 20,334 33,077 
Cash at end of year$57,198 $38,721 $20,334 
 


79


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018
NOTE S - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of the unaudited interim results of operations by quarter for the years presented.
 
Twelve Months Ended September 30, 2020First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
 (In thousands, except per share data)
Interest income$164,824 $159,618 $149,709 $147,114 
Interest expense45,139 42,006 32,331 32,281 
Net interest income119,685 117,612 117,378 114,833 
Provision (release) for credit losses(3,750)8,200 10,800 6,500 
Other operating income (including REO gain (loss), net)45,490 16,272 13,055 12,169 
Other operating expense82,636 79,433 75,323 78,166 
Income before income taxes86,289 46,251 44,310 42,336 
Income tax expense18,423 9,874 9,458 7,993 
Net income$67,866 $36,377 $34,852 $34,343 
Basic earnings per share$0.84 $0.49 $0.46 $0.45 
Diluted earnings per share0.84 0.49 0.46 0.45 
Cash dividends paid per share0.21 0.22 0.22 0.22 
 

Twelve Months Ended September 30, 2019First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
 (In thousands, except per share data)
Interest income$162,622 $167,582 $171,826 $169,436 
Interest expense43,470 47,512 50,160 49,264 
Net interest income119,152 120,070 121,666 120,172 
Provision (release) for credit losses(500)750 — (1,900)
Other operating income (including REO gain (loss), net)19,329 13,618 14,395 15,786 
Other operating expense71,672 67,967 70,898 72,526 
Income before income taxes67,309 64,971 65,163 65,332 
Income tax expense14,367 13,873 11,309 12,970 
Net income$52,942 $51,098 $53,854 $52,362 
Basic earnings per share$0.65 $0.63 $0.67 $0.66 
Diluted earnings per share0.65 0.63 0.67 0.66 
Cash dividends paid per share0.18 0.20 0.20 0.21 




80


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system was designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements.

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2020. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 version of its Internal Control-Integrated Framework. Based on its assessment, the Company's management believes that as of September 30, 2020, the Company's internal control over financial reporting was effective based on those criteria.

The Company's independent auditors, Deloitte & Touche LLP, an independent registered public accounting firm, have issued an audit report on the Company's internal control over financial reporting and their report follows.


November 23, 2020

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Brent J. Beardall
President and Chief Executive Officer

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Vincent L. Beatty
Executive Vice President and Chief Financial Officer

81


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Washington Federal, Inc.
Seattle, Washington

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial condition of Washington Federal, Inc. and subsidiaries (the “Company”) as of September 30, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended September 30, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020, and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2020, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 23, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note B to the financial statements, the Company changed its method for accounting for credit losses effective October 1, 2019, due to the early adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification No. 326, Financial Instruments - Credit Losses (ASC 326). The Company adopted the new credit loss standard using the modified retrospective method provided in Accounting Standards Update No. 2016-13 such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles. The adoption of the new credit loss standard and its subsequent application is also communicated as a critical audit matter below.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses - Refer to Notes A, B and E to the financial statements (also see change in accounting principle explanatory paragraph above)

Critical Audit Matter Description

82


The Company early adopted ASC 326, Financial Instruments - Credit Losses, as of October 1, 2019, using the modified retrospective method. In so doing, the Company recorded a decrease to retained earnings of $21,945,000 as of October 1, 2019 for the cumulative effect of adopting ASC 326. As of September 30, 2020, the allowance for credit losses was $191,955,000. The Company has disclosed the impact of adoption in Note B to its 2020 financial statements.
Estimates of expected credit losses under the current expected credit loss (“CECL”) methodology required under ASC 326 are based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. In order to estimate the expected credit losses for loans and unfunded loan commitments, the Company employed a mix of cohort and weighted average remaining maturities (“WARM”) methodologies to determine the historical loss rate, by loan portfolio class, then considered whether qualitative adjustments to those historical loss rates were warranted.
Significant management judgments are required in determining whether, and to what extent, qualitative adjustments for each portfolio loan class are required. These adjustments are made after considering the conditions over the period from which historical loss experience was based and are split into two components: 1) asset or class specific risk characteristics or current conditions at the reporting date related to portfolio credit quality, remaining payments, volume and nature, credit culture and management, business environment or other management factors, not captured in the historical loss rates and 2) reasonable and supportable forecasts of future economic conditions and collateral values.

Given that the estimation of credit losses significantly changes under the CECL methodology, including the application of new accounting policies, the use of new subjective judgments, and changes made to the loss estimation models, performing audit procedures to evaluate the implementation and subsequent application of ASC 326 for loans and unfunded loan commitments involved a high degree of auditor judgment and required significant effort, including the need to involve more experienced audit personnel and credit specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the initial adoption of ASC 326 and its subsequent application included the following, among others:

•We tested the effectiveness of management’s controls over (1) key assumptions and judgments, (2) the CECL estimation model for loan portfolios, (3) the reasonable and supportable forecast adjustment selected by management, (4) the qualitative adjustments determined by management, (5) selection and application of new accounting policies, and (6) disclosures.
•We evaluated the appropriateness of the Company’s accounting policies, assumptions, and elections involved in the adoption of the CECL methodology.
•We tested the underlying historical data and mathematical accuracy of the cohort and WARM methodologies used to determine the loan portfolio class historical loss rates.
•We evaluated the reasonableness and conceptual soundness of the methodologies, as applied in the CECL estimation models, including key assumptions and judgments in estimating expected credit losses.
•We evaluated the accuracy and completeness of the Company’s disclosures in accordance with ASC 326.
•Specific to the qualitative adjustments made to the historical loss rates:

- We assessed the appropriateness of the framework for the qualitative adjustments.
- We performed analysis to evaluate the relevance of each of the reasonable and supportable forecast assumptions to historic losses.
- We evaluated management’s reasonable and supportable forecast of economic variables by comparing forecasts to relevant external market data.
- We assessed management’s determination whether, and to what extent, a qualitative adjustment was warranted to certain loan portfolio classes to account for specific risk characteristics or current conditions that differ from the period over which the historical loss rate was determined.


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Seattle, Washington
November 23, 2020

We have served as the Company’s auditor since at least 1982; however, an earlier year could not be reliably determined.
83


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Washington Federal, Inc.
Seattle, Washington

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Washington Federal, Inc. and subsidiaries (the “Company”) as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Because management’s assessment and our audit were conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), management’s assessment and our audit of the Company’s internal control over financial reporting included controls over the preparation of the schedules equivalent to the basic financial statements in accordance with the instructions for the Office of the Comptroller of the Currency Instructions for Call Reports for Balance Sheet on schedule RC, Income Statement on schedule RI, and Changes in Bank Equity Capital on schedule RI-A. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have not examined and, accordingly, we do not express an opinion or any other form of assurance on management's statement referring to compliance with laws and regulations.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2020, of the Company and our report dated November 23, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company's adoption of Financial Accounting Standards Board Accounting Standards Codification No. 326, Financial Instruments - Credit Losses.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


wfsl-20200930_g6.jpg

Seattle, Washington
November 23, 2020
84


Performance Graphs

The following graphs compare the cumulative total return to Washington Federal shareholders (stock price appreciation plus reinvested dividends) to the cumulative total return of the Nasdaq Stock Market Index (U.S. Companies) and the KBW Bank Index Index for the five year period ended September 30, 2020, and since Washington Federal first became a publicly traded company on November 9, 1982, respectively. The graphs assume that $100 was invested on September 30, 2012, and November 9, 1982, respectively, in Washington Federal Common Stock, the Nasdaq Stock Market Index and the Nasdaq Financial Stocks Index, and that all dividends were reinvested. Management of Washington Federal cautions that the stock price performance shown in the graphs below should not be considered indicative of potential future stock price performance.


wfsl-20200930_g7.jpg
85


wfsl-20200930_g8.jpg

86


GENERAL CORPORATE AND
SHAREHOLDERS' INFORMATION
Corporate
425 Pike Street
Headquarters
Seattle, Washington 98101
(206) 624-7930
Independent
Deloitte & Touche LLP
Auditors
Seattle, Washington
Transfer Agent,
Shareholder inquiries regarding transfer
Registrar and
requirements, cash or stock dividends, lost
Dividend
certificates, consolidating records, correcting
Disbursing
a name or changing an address should be
Agent
directed to the transfer agent:
American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
Telephone: 1-888-888-0315
www.amstock.com
Annual Meeting
The annual meeting of shareholders will be held live via the Internet at www.virtualshareholdermeeting.com/WAFD2021 on January 26, 2021, at 2 p.m., Pacific Time.
Available
Information
To find out more about the Company, please visit our website. The Company uses its website to distribute financial and other material information about the Company. Our annual report on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and other SEC filings of the Company are available through the Company's website:
www.wafdbank.com
Stock
Information
Washington Federal, Inc. is traded on the NASDAQ Global Select Market. The common stock symbol is WAFD. At September 30, 2020, there were 1,071 shareholders of record.

 Stock Prices 
Quarter EndedHighLowDividends
December 31, 2018$32.03 $24.93 $0.18 
March 31, 201930.96 26.80 0.20 
June 30, 201934.93 29.13 0.20 
September 30, 201938.14 33.94 0.21 
December 31, 201938.01 35.76 0.21 
March 31, 202036.49 21.67 0.22 
June 30, 202029.85 22.62 0.22 
September 30, 202025.89 20.20 0.22 

Our Board of Directors' dividend policy is to review our financial performance, capital adequacy, regulatory compliance and cash resources on a quarterly basis, and, if such review is favorable, to declare and pay a quarterly cash dividend to shareholders.
87



DIRECTORS AND EXECUTIVE OFFICERS
BOARD OF DIRECTORSEXECUTIVE MANAGEMENT COMMITTEE
THOMAS J. KELLEY
Chairman of the Board
Retired Partner, Arthur Andersen LLP
BRENT J. BEARDALL
President and Chief Executive Officer
BRENT J. BEARDALL
President and Chief Executive Officer
VINCENT L. BEATTY
Executive Vice President
Chief Financial Officer
LINDA S. BROWER
Former Executive Officer
Washington Federal Bank
CATHY E. COOPER
Executive Vice President
Retail Banking
STEPHEN M. GRAHAM
Senior Partner
Fenwick & West LLP
JAMES A. ENDRIZZI
Executive Vice President
Commercial Banking
DAVID K. GRANT
Managing Partner
Catalyst Storage Partners
RYAN M. MAUER
Executive Vice President
Chief Credit Officer
S. STEVEN SINGH
Managing Director
Madrona Venture Group
KIM E. ROBISON
Executive Vice President
Operations
BARBARA L. SMITH, PhD.
Owner, B. Smith Consulting Group
MARK N. TABBUTT
Chairman of the Board of Directors
Saltchuk Resources
RANDALL H. TALBOT
Managing Director
Talbot Financial, LLC.
DIRECTOR EMERITUS
W. ALDEN HARRIS

88

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-185154 on Form S-8 of our reports dated November 23, 2020, relating to the consolidated financial statements of Washington Federal, Inc., and the effectiveness of Washington Federal, Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Washington Federal, Inc. for the year ended September 30, 2020.
meghannhartley-deloitteand.jpg
Seattle, Washington
November 23, 2020


Exhibit 31.1
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CERTIFICATION
I, Brent J. Beardall, certify that:
1.I have reviewed this annual report on Form 10-K of Washington Federal, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:November 23, 2020/s/ Brent J. Beardall
BRENT J. BEARDALL
President and Chief Executive Officer



Exhibit 31.2
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CERTIFICATION
I, Vincent L. Beatty, certify that:
1.I have reviewed this annual report on Form 10-K of Washington Federal, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
Date:November 23, 2020  /s/ Vincent L. Beatty
  VINCENT L. BEATTY
  Executive Vice President and Chief Financial Officer



Exhibit 32
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Washington Federal, Inc. (the “Company”) on Form 10-K for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the undersigned's best knowledge and belief:
(a) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 23, 2020
 
Washington Federal, Inc.
(Company)
/s/ Brent J. Beardall
BRENT J. BEARDALL
President and Chief Executive Officer
/s/ Vincent L. Beatty
VINCENT L. BEATTY
Executive Vice President and Chief Financial Officer