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EX-32 - EXHIBIT 32 - WASHINGTON FEDERAL INCwafd10-qex3212312016.htm
EX-31.2 - EXHIBIT 31.2 - WASHINGTON FEDERAL INCwafd10-qex31212312016.htm
EX-31.1 - EXHIBIT 31.1 - WASHINGTON FEDERAL INCwafd10-qex31112312016.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2016
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 001-34654
WASHINGTON FEDERAL, INC.
(Exact name of registrant as specified in its charter)
 
Washington
 
91-1661606
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
425 Pike Street Seattle, Washington 98101
(Address of principal executive offices and zip code)
(206) 624-7930
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title of class:
January 25, 2017
Common stock, $1.00 par value
89,307,133



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


2

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





 
December 31, 2016
 
September 30, 2016
 
(In thousands, except share data)
ASSETS
 
 
 
Cash and cash equivalents
$
398,838

 
$
450,368

Available-for-sale securities, at fair value
1,441,935

 
1,922,894

Held-to-maturity securities, at amortized cost
1,752,010

 
1,417,599

Loans receivable, net of allowance for loan losses of $118,456 and $113,494
10,136,311

 
9,910,920

Interest receivable
38,118

 
37,669

Premises and equipment, net
275,749

 
281,951

Real estate owned
22,637

 
29,027

FHLB and FRB stock
117,190

 
117,205

Bank owned life insurance
209,280

 
208,123

Intangible assets, including goodwill of $291,503
296,468

 
296,989

Federal and state income tax assets, net

 
16,047

Other assets
185,118

 
199,271

 
$
14,873,654

 
$
14,888,063

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Liabilities
 
 
 
Customer accounts
 
 
 
Transaction deposit accounts
$
6,194,337

 
$
6,005,592

Time deposit accounts
4,453,238

 
4,595,260

 
10,647,575

 
10,600,852

FHLB advances
2,080,000

 
2,080,000

Advance payments by borrowers for taxes and insurance
23,596

 
42,898

Accrued expenses and other liabilities
122,882

 
188,582

 
12,874,053

 
12,912,332

Stockholders’ equity
 
 
 
Common stock, $1.00 par value, 300,000,000 shares authorized; 134,657,007 and 134,307,818 shares issued; 89,272,268 and 89,680,847 shares outstanding
134,657

 
134,308

Paid-in capital
1,655,146

 
1,648,388

Accumulated other comprehensive (loss) income, net of taxes
(2,832
)
 
(11,156
)
Treasury stock, at cost; 45,384,739 and 44,626,971 shares
(760,071
)
 
(739,686
)
Retained earnings
972,701

 
943,877

 
1,999,601

 
1,975,731

 
$
14,873,654

 
$
14,888,063




SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
3


WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
Three Months Ended December 31,
 
2016
 
2015
 
(In thousands, except share data)
INTEREST INCOME
 
 
 
Loans receivable
$
114,835

 
$
112,863

Mortgage-backed securities
12,789

 
16,987

Investment securities and cash equivalents
5,140

 
5,274

 
132,764

 
135,124

INTEREST EXPENSE
 
 
 
Customer accounts
13,017

 
12,717

FHLB advances
16,595

 
15,538

 
29,612

 
28,255

Net interest income
103,152

 
106,869

Provision (release) for loan losses

 

Net interest income after provision (release) for loan losses
103,152

 
106,869

 
 
 
 
OTHER INCOME
 
 
 
Gain on sale of investment securities
968

 

Loan fee income
1,334

 
1,517

Deposit fee income
5,185

 
5,917

Other income
4,409

 
3,201

 
11,896

 
10,635

 
 
 
 
OTHER EXPENSE
 
 
 
Compensation and benefits
26,994

 
29,699

Occupancy
8,450

 
8,592

FDIC insurance premiums
2,839

 
2,589

Product delivery
3,361

 
5,523

Information technology
6,451

 
8,710

Other expense
6,246

 
9,396

 
54,341

 
64,509

Gain on real estate owned, net
398

 
1,420

Income before income taxes
61,105

 
54,415

Income tax expense
19,859

 
19,317

NET INCOME
$
41,246

 
$
35,098

 

 


PER SHARE DATA
 
 
 
Basic earnings per share
$
0.46

 
$
0.38

Diluted earnings per share
0.46

 
0.38

Dividends paid on common stock per share
0.14

 
0.13

Basic weighted average number of shares outstanding
89,310,958

 
92,986,358

Diluted weighted average number of shares outstanding
89,731,024

 
93,577,837


SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
4



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

 
Three Months Ended December 31,
 
2016
 
2015
 
(In thousands)
Net income
$
41,246

 
$
35,098

 
 
 
 
Other comprehensive income (loss) net of tax:
 
 
 
Net unrealized gain (loss) on available-for-sale investment securities
(17,079
)
 
(10,360
)
Reclassification adjustment of net gain (loss) from sale
 
 
 
     of available-for-sale securities included in net income
968

 

Related tax benefit (expense)
5,921

 
3,807

 
(10,190
)
 
(6,553
)
 
 
 
 
Net unrealized gain (loss) on long-term borrowing hedge
29,271

 
2,795

Related tax benefit (expense)
(10,757
)
 
(1,027
)
 
18,514

 
1,768

 
 
 
 
Other comprehensive income (loss) net of tax
8,324

 
(4,785
)
Comprehensive income
$
49,570

 
$
30,313





SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
5



WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED) 
(in thousands)
Common Stock
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Total
Balance at October 1, 2016
$
134,308

$
1,648,388

$
943,877

$
(11,156
)
$
(739,686
)
$
1,975,731

Net income




41,246





41,246

Other comprehensive income (loss)



8,324


8,324

Dividends on common stock




(12,422
)




(12,422
)
Proceeds from exercise of common stock options
190

4,172







4,362

Restricted stock expense
109

2,636







2,745

Exercise of stock warrants
50

(50
)
 
 
 

Treasury stock acquired








(20,385
)
(20,385
)
Balance at December 31, 2016
$
134,657

$
1,655,146

$
972,701

$
(2,832
)
$
(760,071
)
$
1,999,601

 
 
 
 
 
 
 
(in thousands)
Common Stock
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Total
Balance at October 1, 2015
$
133,696

$
1,643,712

$
829,754

$
353

$
(651,836
)
$
1,955,679

Net income




35,098





35,098

Other comprehensive income (loss)



(4,785
)

(4,785
)
Dividends on common stock




(12,036
)




(12,036
)
Compensation expense related to common stock options


300







300

Proceeds from exercise of common stock options
227

4,815







5,042

Restricted stock expense
178

702







880

Treasury stock acquired








(9,938
)
(9,938
)
Balance at December 31, 2015
$
134,101

$
1,649,529

$
852,816

$
(4,432
)
$
(661,774
)
$
1,970,240




SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
6



WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) 
 
Three Months Ended December 31,
 
2016
 
2015
 
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
 
Net income
$
41,246

 
$
35,098

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, amortization, and accretion, net
12,087

 
2,054

Cash received from (paid to) FDIC under loss share

 
1,975

Stock based compensation
2,745

 
1,180

Loss (gain) on sale of investment securities
(968
)
 

Decrease (increase) in accrued interest receivable
(449
)
 
2,170

Decrease (increase) in federal and state income tax receivable
16,047

 
16,577

Decrease (increase) in cash surrender value of bank owned life insurance
(1,739
)
 
(785
)
Gain on settlement of bank owned life insurance
(649
)
 

Net realized (gain) loss on sales of premises, equipment, and real estate owned
657

 
(2,310
)
Decrease (increase) in other assets
14,153

 
(3,754
)
Increase (decrease) in accrued expenses and other liabilities
(41,265
)
 
15,870

Net cash provided by (used in) operating activities
41,865

 
68,075

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Origination of loans and principal repayments, net
(227,028
)
 
(179,768
)
Loans purchased

 
(51,646
)
FHLB & FRB stock purchased
(9
)
 
(6,809
)
FHLB & FRB stock redemption
24

 
2,901

Available-for-sale securities purchased

 
(50,741
)
Principal payments and maturities of available-for-sale securities
112,469

 
114,764

Proceeds on available-for-sale securities sold
350,890

 

Held-to-maturity securities purchased
(415,729
)
 

Principal payments and maturities of held-to-maturity securities
78,778

 
43,569

Proceeds from sales of real estate owned
6,457

 
26,664

Proceeds from settlement of bank owned life insurance
1,231

 

Purchase of bank owned life insurance

 

Decrease (increase) in intangible assets

 

Proceeds from sales of premises and equipment
1,722

 

Premises and equipment purchased and REO improvements
(1,252
)
 
(17,183
)
Net cash provided by (used in) investing activities
(92,447
)
 
(118,249
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Net increase (decrease) in customer accounts
46,799

 
19,492

Proceeds from borrowings

 
204,000

Repayments of borrowings

 
(106,000
)
Proceeds from exercise of common stock options
4,362

 
5,042

Dividends paid on common stock
(12,422
)
 
(12,036
)
Treasury stock purchased
(20,385
)
 
(9,938
)
Increase (decrease) in advance payments by borrowers for taxes and insurance
(19,302
)
 
(28,476
)
Net cash provided by (used in) financing activities
(948
)
 
72,084

Increase (decrease) in cash and cash equivalents
(51,530
)
 
21,910

Cash and cash equivalents at beginning of period
450,368

 
284,049

Cash and cash equivalents at end of period
$
398,838

 
$
305,959

(CONTINUED)

SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
7



WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) 
 
Three Months Ended December 31,
 
2016
 
2015
 
(In thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 
Non-cash investing activities
 
 
 
Real estate acquired through foreclosure
$
1,589

 
$
5,308

Non-cash financing activities
 
 
 
Stock issued upon exercise of warrants
1,523

 

Cash paid during the period for
 
 
 
Interest
28,737

 
29,195

Income taxes

 
8




SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
8



WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE A – Summary of Significant Accounting Policies
Nature of Operations - Washington Federal, Inc. is a Washington corporation headquartered in Seattle, Washington. The Company is a bank holding company that conducts its operations through a federally-insured national bank subsidiary. The Bank is principally engaged in the business of holding deposits from the general public and investing these funds, together with borrowings and other funds, in one-to-four family residential mortgage and construction loans, home equity loans, lines of credit, commercial and industrial loans, multi-family and other forms of real estate loans. As used throughout this document, the terms "Washington Federal" or the "Company" refer to Washington Federal, Inc. and its consolidated subsidiaries and the term "Bank" refers to the operating subsidiary Washington Federal, National Association.
Basis of Presentation - The consolidated unaudited interim financial statements included in this report have been prepared by Washington Federal. All intercompany transactions and accounts have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect amounts reported in the financial statements. Actual results could differ from these estimates. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation are reflected in the interim financial statements.
The information included in this Form 10-Q should be read in conjunction with the financial statements and related notes in the Company's 2016 Annual Report on Form 10-K (“2016 Annual Financial Statements”). Interim results are not necessarily indicative of results for a full year.
Summary of Significant Accounting Policies - The significant accounting policies used in preparation of the Company's consolidated financial statements are disclosed in its 2016 Annual Financial Statements. There have not been any material changes in our significant accounting policies compared to those contained in our 2016 Annual Financial Statements for the year ended September 30, 2016.
Off-Balance-Sheet Credit Exposures – The only material off-balance-sheet credit exposures are loans in process and unused lines of credit, which had a combined balance of $1,448,878,000 and $1,278,829,000 at December 31, 2016 and September 30, 2016, respectively. The Company estimates losses on off-balance-sheet credit exposures by allocating a loss percentage derived from historical loss factors for each asset class.

NOTE B – New Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-15, Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU address eight specific cash flow issues with the objective of reducing diversity in practice. The specific issues identified include: debt prepayments or extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This ASU is effective for fiscal years beginning after December 15, 2017 including interim periods within that reporting period; however, early adoption is permitted. The Company is currently evaluating the guidance to determine its adoption method and does not expect this guidance to have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. The amendments in this ASU were issued 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. The ASU 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.

9

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


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 amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For most debt securities, the transition approach requires a cumulative-effect adjustment to the statement of financial position as of the beginning of the first reporting period the guidance is effective. For other-than-temporarily impaired debt securities and PCD assets, the guidance will be applied prospectively. The Company is currently evaluating the provisions of this ASU to determine the impact the new standard will have on the Company's consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting, which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the guidance, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period; however, early adoption is permitted. The Company elected to early adopt the guidance in the quarter ended December 31, 2016 and determined the provisions of the ASU did not have a material impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases. The amendments require 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. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently evaluating the provisions of this ASU to determine the impact the new standard will have on the Company's consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, to require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this ASU also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017 including interim periods within that reporting period. The Company does not expect this guidance to have a material impact on its consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which will require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in ASU 2015-16 are effective for years beginning after December 15, 2015. Early adoption is permitted for reporting periods for which financial statements have not been issued. The Company adopted the guidance in the

10

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


quarter ended December 31, 2016 and determined the provisions of the ASU did not have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in Cloud Computing Arrangement. The ASU was issued to clarify a customer's accounting for fees paid in a cloud computing arrangement. The amendments provide guidance to customers in determining whether a cloud computing arrangement includes a software license that should be accounted for as internal-use software. If the arrangement does not contain a software license, it would be accounted for as a service contract. The guidance in this ASU is effective for interim and annual periods beginning after December 15, 2015 and can be adopted either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The Company adopted the guidance in the quarter ended December 31, 2016 and determined the provisions of the ASU did not have a material impact on the Company's consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification. For public companies, this update was to be effective for interim and annual periods beginning after December 15, 2016. However, in August 2015, the FASB issued ASU 2015-14, which delayed the effective date of ASU 2014-09 by one year and permits companies to voluntarily adopt the new standard as of the original effective date. The Company does not expect this guidance to have a material impact on its consolidated financial statements.


NOTE C – Dividends and Share Repurchases

On November 18, 2016, the Company paid a dividend on common stock of $0.14 per share. This dividend was the 135th consecutive quarterly cash dividend paid on common stock. Dividends per share were $0.14 and $0.13 for the quarters ended December 31, 2016 and 2015, respectively. On January 18, 2017, the Company declared a regular dividend on common stock of $0.15 per share, which represented its 136th consecutive quarterly cash dividend, as well as a special cash dividend on common stock of $0.25 per share. These dividends will be paid on February 10, 2017 to common shareholders of record on February 1, 2017.

For the three months ended December 31, 2016, the Company repurchased 757,768 shares at an average price of $26.90. Additionally, 49,989 shares of common stock were issued during the three months ended December 31, 2016 to investors that exercised warrants previously issued as part of the 2008 Troubled Asset Relief Program ("TARP"). As of December 31, 2016, 689,498 such warrants remain outstanding. Net of warrant repurchase and exercise activity, there are 4,231,553 remaining shares authorized to be repurchased under the current Board approved share repurchase program.

NOTE D – Loans Receivable

The following table is a summary of loans receivable.

11

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


 
December 31, 2016
 
September 30, 2016
 
(In thousands)
 
(In thousands)
Gross loans by category
 
 
 
 
 
   Single-family residential
$
5,624,263

49.6
%
 
$
5,658,830

51.7
%
   Construction
1,265,747

11.2

 
1,110,411

10.1

   Construction - custom
494,447

4.4

 
473,069

4.3

   Land - acquisition & development
119,085

1.1

 
118,497

1.1

   Land - consumer lot loans
101,104

0.9

 
104,567

1.0

   Multi-family
1,217,594

10.7

 
1,124,290

10.3

   Commercial real estate
1,207,573

10.7

 
1,093,639

10.0

   Commercial & industrial
1,025,821

9.1

 
978,589

8.9

   HELOC
148,452

1.3

 
149,716

1.4

   Consumer
124,547

1.1

 
139,000

1.3

Total gross loans
11,328,633

100.0
%
 
10,950,608

100.0
%
   Less:
 
 
 
 
 
      Allowance for loan losses
118,456

 
 
113,494

 
      Loans in process
1,027,168

 
 
879,484

 
      Net deferred fees, costs and discounts
46,698

 
 
46,710

 
Total loan contra accounts
1,192,322

 
 
1,039,688

 
Net loans
$
10,136,311

 
 
$
9,910,920

 

The following table sets forth information regarding non-accrual loans.
 
 
December 31, 2016
 
September 30, 2016
 
(In thousands)
Non-accrual loans:
 
 
 
 
 
 
 
Single-family residential
$
38,568

 
63.5
%
 
$
33,148

 
78.2
%
Construction

 

 

 

Construction - custom

 

 

 

Land - acquisition & development
603

 
1.0

 
58

 
0.1

Land - consumer lot loans
969

 
1.6

 
510

 
1.2

Multi-family
1,160

 
1.9

 
776

 
1.8

Commercial real estate
9,660

 
15.9

 
7,100

 
16.7

Commercial & industrial
9,230

 
15.2

 
583

 
1.4

HELOC
480

 
0.8

 
239

 
0.6

Consumer
45

 
0.1

 

 

Total non-accrual loans
$
60,715

 
100
%
 
$
42,414

 
100
%

The Company recognized interest income on non-accrual loans of approximately $753,000 in the three months ended December 31, 2016. Had these loans performed according to their original contract terms, the Company would have recognized interest income of approximately $547,000 for the three months ended December 31, 2016. Interest income actually recognized during the three months ended December 31, 2016 is higher because of loans that were brought current or paid off.


12

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


For acquired loans included in the non-accrual loan table above, interest income is still recognized on such loans through accretion of the difference between the carrying amount of the loans and the expected cash flows.
The following tables provide details regarding delinquent loans.
 
December 31, 2016
Loans Receivable
 
Days Delinquent Based on $ Amount of Loans
 
% based
on $
Type of Loan
Net of Loans In Process
 
Current
 
30
 
60
 
90
 
Total
 
 
(In thousands)
 
 
Single-family residential
$
5,623,668

 
$
5,563,465

 
$
16,670

 
$
6,808

 
$
36,725

 
$
60,203

 
1.07
%
Construction
513,046

 
512,705

 
341

 

 

 
341

 
0.07

Construction - custom
236,668

 
236,511

 
49

 
108

 

 
157

 
0.07

Land - acquisition & development
103,148

 
101,886

 
728

 

 
534

 
1,262

 
1.22

Land - consumer lot loans
101,045

 
99,969

 
235

 
43

 
798

 
1,076

 
1.06

Multi-family
1,217,594

 
1,215,726

 
853

 
616

 
399

 
1,868

 
0.15

Commercial real estate
1,175,475

 
1,167,710

 
1,771

 
267

 
5,727

 
7,765

 
0.66

Commercial & industrial
1,057,826

 
1,056,718

 
858

 
250

 

 
1,108

 
0.10

HELOC
148,448

 
147,074

 
893

 

 
481

 
1,374

 
0.93

Consumer
124,547

 
123,484

 
662

 
231

 
170

 
1,063

 
0.85

Total Loans
$
10,301,465

 
$
10,225,248

 
$
23,060

 
$
8,323

 
$
44,834

 
$
76,217

 
0.74
%
Delinquency %
 
 
99.26%
 
0.22%
 
0.08%
 
0.44%
 
0.74%
 
 


September 30, 2016
Loans Receivable
 
Days Delinquent Based on $ Amount of Loans
 
% based
on $
Type of Loan
Net of Loans In Process
 
Current
 
30
 
60
 
90
 
Total
 
 
(In thousands)
 
 
Single-family residential
$
5,658,122

 
$
5,601,457

 
$
20,916

 
$
5,271

 
$
30,478

 
$
56,665

 
1.00
%
Construction
498,450

 
498,450

 

 

 

 

 

Construction - custom
229,957

 
229,419

 
538

 

 

 
538

 
0.23

Land - acquisition & development
94,928

 
94,928

 

 

 

 

 

Land - consumer lot loans
104,534

 
102,472

 
816

 
687

 
559

 
2,062

 
1.97

Multi-family
1,124,290

 
1,122,307

 
1,190

 
399

 
394

 
1,983

 
0.18

Commercial real estate
1,093,549

 
1,088,680

 
69

 
325

 
4,475

 
4,869

 
0.45

Commercial & industrial
978,582

 
978,540

 

 
42

 

 
42

 

HELOC
149,713

 
148,513

 
763

 
164

 
273

 
1,200

 
0.80

Consumer
138,999

 
138,078

 
715

 
126

 
80

 
921

 
0.66

Total Loans
$
10,071,124

 
$
10,002,844

 
$
25,007

 
$
7,014

 
$
36,259

 
$
68,280

 
0.68
%
Delinquency %
 
 
99.32%
 
0.25%
 
0.07%
 
0.36%
 
0.68%
 
 

The percentage of total delinquent loans increased from 0.68% as of September 30, 2016 to 0.74% as of December 31, 2016 and there are no loans greater than 90 days delinquent and still accruing interest as of either date.


13

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


The following tables provide information related to loans that were restructured in a troubled debt restructuring ("TDR") during the periods presented:

 
Three Months Ended December 31,
 
2016
 
2015
 
 
 
Pre-Modification
 
Post-Modification
 
 
 
Pre-Modification
 
Post-Modification
 
 
 
Outstanding
 
Outstanding
 
 
 
Outstanding
 
Outstanding
 
Number of
 
Recorded
 
Recorded
 
Number of
 
Recorded
 
Recorded
 
Contracts
 
Investment
 
Investment
 
Contracts
 
Investment
 
Investment
 
 
 
(In thousands)
 
 
 
(In thousands)
Troubled Debt Restructurings:
 
 
 
 
 
 
 
 
 
 
 
   Single-family residential
12

 
$
2,134

 
$
2,134

 
3

 
$
729

 
$
729

   Land - consumer lot loans
1

 
204

 
204

 

 

 

   Commercial real estate

 

 

 
5

 
965

 
965

   HELOC
1

 
228

 
228

 

 

 

 
14

 
$
2,566

 
$
2,566

 
8

 
$
1,694

 
$
1,694


The following tables provide information on payment defaults occurring during the periods presented where the loan had been modified in a TDR within 12 months of the payment default.
 
Three Months Ended December 31,
 
2016
 
2015
 
Number of
 
Recorded
 
Number of
 
Recorded
 
Contracts
 
Investment
 
Contracts
 
Investment
 
(In thousands)
 
(In thousands)
TDRs That Subsequently Defaulted:
 
 
 
 
 
 
 
   Single-family residential
6

 
$
1,993

 
5

 
$
668

   Land - consumer lot loans

 

 
1

 
148

   Commercial real estate
2

 
267

 

 

 
8

 
$
2,260

 
6

 
$
816


Most loans restructured in TDRs are accruing and performing loans where the borrower has proactively approached the Company about modification due to temporary financial difficulties. As of December 31, 2016, 94.2% of the Company's $249,950,000 in TDRs were classified as performing. Each request for modification is individually evaluated for merit and likelihood of success. The concession granted in a loan modification is typically a payment reduction through a rate reduction of between 100 to 200 basis points for a specific term, usually six to twenty four months. Interest-only payments may also be approved during the modification period. Principal forgiveness is not an available option for restructured loans. As of December 31, 2016, single-family residential loans comprised 87.2% of TDRs.

The Company reserves for restructured loans within its allowance for loan loss methodology by taking into account the following performance indicators: 1) time since modification, 2) current payment status and 3) geographic area.

The following table shows the changes in accretable yield for acquired impaired loans (including covered loans).

14

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


    
 
Three Months Ended December 31, 2016
 
Twelve Months Ended September 30, 2016
 
Acquired Impaired
 
Acquired Non-impaired
 
Acquired Impaired
 
Acquired Non-impaired
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
Accretable
Yield
 
Carrying
Amount of
Loans
 
(In thousands)
 
(In thousands)
Beginning balance
$
58,842

 
$
91,761

 
$
4,222

 
$
131,132

 
$
72,705

 
$
111,300

 
$
7,204

 
$
187,080

Additions

 

 

 

 

 

 

 

Net reclassification from non-accretable

 

 

 

 
4,867

 

 

 

Accretion
(3,233
)
 
3,233

 
(198
)
 
198

 
(18,730
)
 
18,730

 
(2,982
)
 
2,982

Transfers to REO

 

 

 

 

 
(175
)
 

 

Payments received, net

 
(16,852
)
 

 
5,211

 

 
(38,094
)
 

 
(58,930
)
Ending Balance
$
55,609

 
$
78,142

 
$
4,024

 
$
136,541

 
$
58,842

 
$
91,761

 
$
4,222

 
$
131,132


The excess of cash flows expected to be collected over the initial fair value of acquired impaired loans is referred to as the accretable yield and this amount is accreted into interest income over the estimated life of the acquired loans using the effective interest method. Other adjustments to the accretable yield include changes in the estimated remaining life of the acquired loans, changes in expected cash flows and changes in the respective indices for acquired loans with variable interest rates.

The remaining outstanding balance of covered loans was $26,691,000 at December 31, 2016 compared to $28,974,000 as of September 30, 2016. The FDIC loss share coverage for single family residential loans related to the Horizon Bank and Home Valley Bank acquisitions will continue for another four years.

The following table shows activity for the FDIC indemnification asset:
 
 
Three Months Ended December 31, 2016
 
Twelve Months Ended September 30, 2016
 
(In thousands)
Balance at beginning of period
$
12,769

 
$
16,275

Payments made (received)
242

 
(1,730
)
Amortization
(387
)
 
(2,012
)
Accretion
50

 
236

Balance at end of period
$
12,674

 
$
12,769



15

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


NOTE E – Allowance for Losses on Loans
The following tables summarize the activity in the allowance for loan losses. 

Three Months Ended December 31, 2016
Beginning
Allowance
 
Charge-offs
 
Recoveries
 
Provision &
Transfers
 
Ending
Allowance
 
(In thousands)
Single-family residential
$
37,796

 
$
(115
)
 
$
151

 
$
374

 
$
38,206

Construction
19,838

 

 

 
2,096

 
21,934

Construction - custom
1,080

 

 

 
30

 
1,110

Land - acquisition & development
6,023

 
(20
)
 
4,018

 
(3,356
)
 
6,665

Land - consumer lot loans
2,535

 
(17
)
 
70

 
(87
)
 
2,501

Multi-family
6,925

 

 

 
704

 
7,629

Commercial real estate
8,588

 
(11
)
 
356

 
1,235

 
10,168

Commercial & industrial
28,008

 
(58
)
 
725

 
(939
)
 
27,736

HELOC
813

 
(37
)
 
1

 
55

 
832

Consumer
1,888

 
(146
)
 
379

 
(446
)
 
1,675

 
$
113,494

 
$
(404
)
 
$
5,700

 
$
(334
)
 
$
118,456

Three Months Ended December 31, 2015
Beginning
Allowance
 
Charge-offs
 
Recoveries
 
Provision &
Transfers
 
Ending
Allowance
 
(In thousands)
Single-family residential
$
47,347

 
$
(1,139
)
 
$
2,466

 
$
(918
)
 
$
47,756

Construction
6,680

 

 
155

 
179

 
7,014

Construction - custom
990

 
(60
)
 

 
132

 
1,062

Land - acquisition & development
5,781

 

 
35

 
962

 
6,778

Land - consumer lot loans
2,946

 
(408
)
 

 
463

 
3,001

Multi-family
5,304

 

 

 
(257
)
 
5,047

Commercial real estate
8,960

 
(23
)
 
123

 
1,284

 
10,344

Commercial & industrial
24,980

 
(248
)
 
1

 
(637
)
 
24,096

HELOC
902

 
(1
)
 
21

 
(102
)
 
820

Consumer
2,939

 
(242
)
 
392

 
(1,106
)
 
1,983

 
$
106,829

 
$
(2,121
)
 
$
3,193

 
$

 
$
107,901


The Company recorded no provision for loan losses during the three months ended December 31, 2016 or December 31, 2015. Reserving for new loan originations as the loan portfolio grows has been largely offset by recoveries of previously charged-off loans. Recoveries, net of charge-offs, totaled $5,296,000 for the three months ended December 31, 2016, compared with $1,072,000 of net recoveries for the same quarter one year ago.
Non-performing assets were $83,352,000, or 0.56%, of total assets at December 31, 2016, compared to $71,441,000, or 0.48%, of total assets at September 30, 2016. Non-accrual loans were $60,715,000 at December 31, 2016, compared to $42,414,000 at September 30, 2016. Delinquencies, as a percent of total loans, were 0.74% at December 31, 2016, compared to 0.68% at September 30, 2016.

The reserve for unfunded commitments was $4,900,000 as of December 31, 2016, which is an increase from $3,235,000 at September 30, 2016.


16

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


Management believes the allowance for loan losses plus the reserve for unfunded commitments, totaling $123,356,000, or 1.09% of gross loans, is sufficient to absorb estimated inherent losses.
The following tables show loans collectively and individually evaluated for impairment and the related allocation of general and specific reserves.
 
December 31, 2016
Loans Collectively Evaluated for Impairment
 
Loans Individually Evaluated for Impairment
 
Allowance Allocation
 
Recorded Investment of Loans (1)
 
Ratio
 
Allowance Allocation
 
Recorded Investment of Loans (1)
 
Ratio
 
(In thousands)
 
 
 
(In thousands)
Single-family residential
$
38,092

 
$
5,585,461

 
0.7
%
 
$
114

 
$
30,165

 
0.4
%
Construction
21,934

 
513,046

 
4.3

 

 

 

Construction - custom
1,110

 
236,668

 
0.5

 

 

 

Land - acquisition & development
6,621

 
101,598

 
6.5

 
44

 
886

 
5.0

Land - consumer lot loans
2,501

 
90,947

 
2.7

 

 
1,384

 

Multi-family
7,617

 
1,215,870

 
0.6

 
12

 
1,496

 
0.8

Commercial real estate
9,971

 
1,144,389

 
0.9

 
197

 
15,473

 
1.3

Commercial & industrial
27,736

 
1,021,372

 
2.7

 

 
1,517

 

HELOC
832

 
138,094

 
0.6

 

 
805

 

Consumer
1,675

 
124,255

 
1.3

 

 

 

 
$
118,089

 
$
10,171,700

 
1.2
%
 
$
367

 
$
51,726

 
0.7
%
(1)
Excludes acquired impaired loans and covered loans.
September 30, 2016
Loans Collectively Evaluated for Impairment
 
Loans Individually Evaluated for Impairment
 
Allowance Allocation
 
Recorded Investment of Loans (1)
 
Ratio
 
Allowance Allocation
 
Recorded Investment of Loans (1)
 
Ratio
 
(In thousands)
 
 
 
(In thousands)
Single-family residential
$
37,536

 
$
5,585,912

 
0.7
%
 
$
260

 
$
19,629

 
1.3
%
Construction
19,838

 
498,450

 
4.0

 

 

 

Construction - custom
1,080

 
229,298

 
0.5

 

 
330

 

Land - acquisition & development
6,022

 
90,850

 
6.6

 
2

 
850

 
0.2

Land - consumer lot loans
2,535

 
92,828

 
2.7

 

 
558

 

Multi-family
6,911

 
1,091,974

 
0.6

 
13

 
1,505

 
0.9

Commercial real estate
8,497

 
957,380

 
0.9

 
91

 
11,157

 
0.8

Commercial & industrial
28,008

 
966,930

 
2.9

 

 

 

HELOC
813

 
133,203

 
0.6

 

 
239

 

Consumer
1,888

 
137,315

 
1.4

 

 
3

 

 
$
113,128

 
$
9,784,140

 
1.2
%
 
$
366

 
$
34,271

 
1.1
%
(1) Excludes acquired impaired loans and covered loans.
As of December 31, 2016, $118,089,000 of the allowance was calculated under the formulas contained in our general allowance methodology and the remaining $367,000 was specific reserves on loans deemed to be individually impaired. As of September 30, 2016, $113,128,000 of the allowance was calculated under the formulas contained in our general allowance methodology and the remaining $366,000 was specific reserves on loans deemed to be individually impaired.


17

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


The Company has an asset quality review function that analyzes its loan portfolios and reports the results of the review to the Board of Directors on a quarterly basis. The single-family residential, HELOC and consumer portfolios are evaluated based on their performance as a pool of loans, since no single loan is individually significant or judged by its risk rating, size or potential risk of loss. The construction, land, multi-family, commercial real estate and commercial and industrial loans are risk rated on a loan by loan basis to determine the relative risk inherent in specific borrowers or loans. Based on that risk rating, the loans are assigned a grade and classified as follows:

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

Special mention – A special mention credit is considered to be currently protected from loss but is potentially weak. No loss of principal or interest is foreseen; however, proper supervision and Management attention is required to deter further deterioration in the credit. Assets in this category constitute some undue and unwarranted credit risk but not to the point of justifying a risk rating of substandard. The credit risk may be relatively minor yet constitutes an unwarranted risk in light of the circumstances surrounding a specific asset.

Substandard – A substandard credit is an unacceptable credit. Additionally, repayment in the normal course is in jeopardy due to the existence of one or more well defined weaknesses. In these situations, loss of principal is likely if the weakness is not corrected. A substandard asset is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Assets so classified will have a well defined weakness or weaknesses that jeopardize the 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.


18

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


The following tables provide information on loans based on risk rating categories as defined above.
December 31, 2016
Internally Assigned Grade
 
 
 
Pass
 
Special mention
 
Substandard
 
Doubtful
 
Loss
 
Total Gross Loans
 
(In thousands)
Loan type
 
 
 
 
 
 
 
 
 
 
 
  Single-family residential
$
5,568,663

 
$

 
$
55,600

 
$

 
$

 
$
5,624,263

  Construction
1,256,396

 
5,876

 
3,475

 

 

 
1,265,747

  Construction - custom
494,447

 

 

 

 

 
494,447

  Land - acquisition & development
113,569

 

 
5,516

 

 

 
119,085

  Land - consumer lot loans
99,703

 

 
1,401

 

 

 
101,104

  Multi-family
1,211,055

 
3,658

 
2,881

 

 

 
1,217,594

  Commercial real estate
1,163,517

 
6,660

 
37,396

 

 

 
1,207,573

  Commercial & industrial
969,186

 
10,813

 
45,822

 

 

 
1,025,821

  HELOC
147,495

 

 
957

 

 

 
148,452

  Consumer
124,499

 

 
48

 

 

 
124,547

Total gross loans
$
11,148,530

 
$
27,007

 
$
153,096

 
$

 
$

 
$
11,328,633

 
 
 
 
 
 
 
 
 
 
 
 
Total grade as a % of total gross loans
98.4
%
 
0.2
%
 
1.4
%
 
%
 
%
 
 

September 30, 2016
Internally Assigned Grade
 
 
 
Pass
 
Special mention
 
Substandard
 
Doubtful
 
Loss
 
Total Gross Loans
 
(In thousands)
Loan type
 
 
 
 
 
 
 
 
 
 
 
 Single-family residential
$
5,607,521

 
$

 
$
51,309

 
$

 
$

 
$
5,658,830

 Construction
1,098,549

 
8,595

 
3,267

 

 

 
1,110,411

 Construction - custom
473,069

 

 

 

 

 
473,069

 Land - acquisition & development
111,225

 

 
7,272

 

 

 
118,497

 Land - consumer lot loans
103,528

 

 
1,039

 

 

 
104,567

 Multi-family
1,117,437

 
3,237

 
3,616

 

 

 
1,124,290

 Commercial real estate
1,033,880

 
13,446

 
46,313

 

 

 
1,093,639

 Commercial & industrial
930,776

 
7,207

 
40,606

 

 

 
978,589

 HELOC
149,195

 

 
521

 

 

 
149,716

 Consumer
138,917

 

 
83

 

 

 
139,000

Total gross loans
$
10,764,097

 
$
32,485

 
$
154,026

 
$

 
$

 
$
10,950,608