WAFD 10-Q Quarterly Report June 30, 2023

WASHINGTON FEDERAL INC

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wfsl-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			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

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	WAFD	NASDAQ Stock Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 4.875% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock	WAFDP	NASDAQ Stock Market

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 ("Exchange Act") 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 (§232.405 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had outstanding 64,729,528 shares of common stock as of July 31, 2023.

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

PART I

Item 1.

Financial Statements (Unaudited)

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

Consolidated Statements of Financial Condition as of June 30 , 2023 and September 30, 2022

Consolidated Statements of Operations for the three and nine months ended June 30 , 2023 and June 30 , 2022

Consolidated Statements of Comprehensive Income for the three and nine months ended June 30 , 2023 and June 30 , 2022

Consolidated Statements of Shareholders' Equity for the three and nine months ended June 30 , 2023 and June 30 , 2022

Consolidated Statements of Cash Flows for the nine months ended June 30 , 2023 and June 30 , 2022

Notes to Interim Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

Table of Contents

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(UNAUDITED)


	June 30, 2023		September 30, 2022
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	1,139,643	$	683,965
Available-for-sale securities, at fair value	2,036,233		2,051,037
Held-to-maturity securities, at amortized cost	434,172		463,299
Loans receivable, net of allowance for loan losses of $ 178,069 and $ 172,808	17,384,188		16,113,564
Interest receivable	81,931		63,872
Premises and equipment, net	237,339		243,062
Real estate owned	8,371		6,667
FHLB stock	130,875		95,073
Bank owned life insurance	241,351		237,931
Intangible assets, including goodwill of $ 303,457 and $ 303,457	309,069		309,009

Other assets	549,416		504,652
	$	22,552,588	$	20,772,131
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Customer accounts
Transaction deposit accounts	$	11,256,575	$	12,691,527
Time deposit accounts	4,863,849		3,338,043
	16,120,424		16,029,570
Borrowings	3,750,000		2,125,000
Advance payments by borrowers for taxes and insurance	33,516		50,051
Federal and state income tax liabilities, net	1,091		3,306
Accrued expenses and other liabilities	253,491		289,944
	20,158,522		18,497,871
Commitments and contingencies (see Note I)
Shareholders’ equity
Preferred stock, $ 1.00 par value, 5,000,000 shares authorized; 300,000 and 300,000 shares issued; 300,000 and 300,000 shares outstanding	300,000		300,000
Common stock, $ 1.00 par value, 300,000,000 shares authorized; 136,457,717 and 136,270,886 shares issued; 64,721,190 and 65,330,126 shares outstanding	136,458		136,271
Additional paid-in capital	1,685,587		1,686,975
Accumulated other comprehensive income (loss), net of taxes	47,351		52,481
Treasury stock, at cost; 71,736,527 and 70,940,760 shares	( 1,612,494 )		( 1,590,207 )
Retained earnings	1,837,164		1,688,740
	2,394,066		2,274,260
	$	22,552,588	$	20,772,131

SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
	(In thousands, except share data)				(In thousands, except share data)
INTEREST INCOME
Loans receivable	$	232,167	$	149,113	$	659,070	$	426,882
Mortgage-backed securities	10,454		8,618		31,489		18,069
Investment securities and cash equivalents	29,859		9,417		70,686		23,475
	272,480		167,148		761,245		468,426
INTEREST EXPENSE
Customer accounts	70,062		9,284		153,831		25,970
Borrowings	33,718		6,118		80,877		21,486
	103,780		15,402		234,708		47,456
Net interest income	168,700		151,746		526,537		420,970
Provision (release) for credit losses	9,000		1,500		15,000		1,500
Net interest income after provision (release)	159,700		150,246		511,537		419,470
OTHER INCOME
Gain (loss) on sale of investment securities	—		—		—		81
Gain (loss) on hedging derivatives	( 926 )		—		( 900 )		—

Loan fee income	1,000		1,618		3,154		6,014
Deposit fee income	6,660		6,613		19,201		19,338
Other income	7,037		9,319		16,412		26,457
	13,771		17,550		37,867		51,890
OTHER EXPENSE
Compensation and benefits	50,456		48,073		150,970		142,613
Occupancy	10,444		10,053		31,464		31,931
FDIC insurance premiums	5,350		2,100		13,025		7,300
Product delivery	5,217		4,667		15,154		14,432
Information technology	11,661		11,831		36,775		34,974
Other expense	11,571		10,679		36,470		34,183
	94,699		87,403		283,858		265,433
Gain (loss) on real estate owned, net	722		448		411		1,139
Income before income taxes	79,494		80,841		265,957		207,066
Income tax expense	17,719		17,546		58,739		44,131
Net income	61,775		63,295		207,218		162,935
Dividends on preferred stock	3,656		3,656		10,969		10,969
Net income available to common shareholders	$	58,119	$	59,639	$	196,249	$	151,966
PER SHARE DATA
Basic earnings per common share	$	0.89	$	0.91	$	3.00	$	2.33
Diluted earnings per common share	0.89		0.91		3.00		2.32
Dividends paid on common stock per share	0.25		0.24		0.74		0.71
Basic weighted average number of shares outstanding	65,194,880		65,315,481		65,348,709		65,274,488
Diluted weighted average number of shares outstanding	65,212,846		65,395,666		65,442,910		65,397,579

SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended June 30,
	2023		2022
	(In thousands)
Net income	$	61,775	$	63,295
Other comprehensive income (loss) net of tax:
Net unrealized gain (loss) during the period on available-for-sale investment securities, net of tax of $ 2,350 and $ 12,379	( 7,822 )		( 41,158 )
Reclassification adjustment of net (gain) loss from sale of available-for-sale securities included in net income, net of tax of $( 1 ) and $ 0	3		—
Net unrealized gain (loss) from investment securities, net of reclassification adjustment	( 7,819 )		( 41,158 )
Net unrealized gain (loss) during the period on borrowings cash flow hedges, net of tax of $( 3,409 ) and $( 7,318 )	11,348		23,907

Net unrealized gain (loss) in cash flow hedging instruments, net of reclassification adjustment	11,348		23,907

Other comprehensive income (loss)	3,529		( 17,251 )
Comprehensive income	$	65,304	$	46,044


	Nine Months Ended June 30,
	2023		2022
	(In thousands)
Net income	$	207,218	$	162,935
Other comprehensive income (loss) net of tax:
Net unrealized gain (loss) during the period on available-for-sale investment securities, net of tax of $( 1,697 ) and $ 26,329	5,649		( 87,859 )
Reclassification adjustment of net (gain) loss from sale of available-for-sale securities included in net income, net of tax of $( 1 ) and $( 19 )	3		62
Net unrealized gain (loss) from investment securities, net of reclassification adjustment	5,652		( 87,797 )
Net unrealized gain (loss) during the period on borrowings cash flow hedges, net of tax of $ 3,239 and $( 21,755 )	( 10,782 )		72,239

Net unrealized gain (loss) in cash flow hedging instruments, net of reclassification adjustment	( 10,782 )		72,239

Other comprehensive income (loss)	( 5,130 )		( 15,558 )
Comprehensive income	$	202,088	$	147,377

SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(UNAUDITED)


(in thousands)	Preferred Stock		Common Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Balance at April 1, 2023	$	300,000	$	136,413	$	1,683,720	$	1,795,042	$	43,822	$	( 1,583,880 )	$	2,375,117

Net income	—		—		—		61,775		—		—		61,775
Other comprehensive income (loss)	—		—		—		—		3,529		—		3,529

Dividends on common stock ($ 0.25 per share)	—		—		—		( 15,998 )		—		—		( 15,998 )
Dividends on preferred stock ($ 12.1875 per share)	—		—		—		( 3,655 )		—		—		( 3,655 )
Proceeds from stock-based awards	—		1		15		—		—		—		16

Stock-based compensation expense	—		44		1,852		—		—		—		1,896

Treasury stock acquired	—		—		—		—		—		( 28,614 )		( 28,614 )

Balance at June 30, 2023	$	300,000	$	136,458	$	1,685,587	$	1,837,164	$	47,351	$	( 1,612,494 )	$	2,394,066

(in thousands)	Preferred Stock		Common Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Balance at April 1, 2022	$	300,000	$	136,244	$	1,683,578	$	1,590,483	$	71,478	$	( 1,590,082 )	$	2,191,701

Net income	—		—		—		63,295		—		—		63,295
Other comprehensive income (loss)	—		—		—		—		( 17,251 )		—		( 17,251 )

Dividends on common stock ($ 0.24 per share)	—		—		—		( 15,559 )		—		—		( 15,559 )
Dividends on preferred stock ($ 12.1875 per share)	—		—		—		( 3,656 )		—		—		( 3,656 )
Proceeds from stock-based awards	—		6		182		—		—		—		188

Stock-based compensation expense	—		11		1,459		—		—		—		1,470

Treasury stock acquired	—		—		—		—		—		( 77 )		( 77 )
Balance at June 30, 2022	$	300,000	$	136,261	$	1,685,219	$	1,634,563	$	54,227	$	( 1,590,159 )	$	2,220,111

(CONTINUED)

SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents


(in thousands)	Preferred Stock		Common Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Balance at October 1, 2022	$	300,000	$	136,271	$	1,686,975	$	1,688,740	$	52,481	$	( 1,590,207 )	$	2,274,260

Net income	—		—		—		207,218		—		—		207,218
Other comprehensive income (loss)	—		—		—		—		( 5,130 )		—		( 5,130 )

Dividends on common stock ($ 0.74 per share)	—		—		—		( 47,826 )		—		—		( 47,826 )
Dividends on preferred stock ($ 24.3750 per share)	—		—		—		( 10,968 )		—		—		( 10,968 )
Proceeds from stock-based awards	—		34		1,005		—		—		—		1,039

Stock-based compensation expense	—		153		( 2,393 )		—		—		8,163		5,923

Treasury stock acquired	—		—		—		—		—		( 30,450 )		( 30,450 )

Balance at June 30, 2023	$	300,000	$	136,458	$	1,685,587	$	1,837,164	$	47,351	$	( 1,612,494 )	$	2,394,066

(in thousands)	Preferred Stock		Common Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Balance at October 1, 2021	$	300,000	$	135,993	$	1,678,622	$	1,528,611	$	69,785	$	( 1,586,947 )	$	2,126,064

Net income	—		—		—		162,935		—		—		162,935
Other comprehensive income (loss)	—		—		—		—		( 15,558 )		—		( 15,558 )

Dividends on common stock ($ 0.71 per share)	—		—		—		( 46,015 )		—		—		( 46,015 )
Dividends on preferred stock ($ 24.3750 per share)	—		—		—		( 10,968 )		—		—		( 10,968 )
Proceeds from stock-based awards	—		55		1,494		—		—		—		1,549

Stock-based compensation expense	—		213		5,103		—		—		—		5,316

Treasury stock acquired	—		—		—		—		—		( 3,212 )		( 3,212 )
Balance at June 30, 2022	$	300,000	$	136,261	$	1,685,219	$	1,634,563	$	54,227	$	( 1,590,159 )	$	2,220,111

SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended June 30,
	2023		2022
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	207,218	$	162,935
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, accretion and other, net	15,667		47,398

Stock-based compensation expense	5,923		5,316
Provision (release) for credit losses	15,000		1,500
Loss (gain) on sale of investment securities	( 3 )		( 81 )
Gain on bank owned life insurance	( 821 )		—
Net realized (gain) loss on sales of premises, equipment, and real estate owned	( 1,033 )		( 516 )
Impairment loss on premises and equipment	6		—


Decrease (increase) in accrued interest receivable	( 18,059 )		( 5,349 )

Decrease (increase) in federal and state income tax receivable	—		3,877
Decrease (increase) in cash surrender value of bank owned life insurance	( 4,409 )		( 4,144 )
Decrease (increase) in other assets	( 50,642 )		( 60,525 )
Increase (decrease) in federal and state income tax liabilities	( 674 )		8,950
Increase (decrease) in accrued expenses and other liabilities	( 37,095 )		12,046
Net cash provided by (used in) operating activities	131,078		171,407
CASH FLOWS FROM INVESTING ACTIVITIES
Origination of loans and principal repayments, net	( 1,208,282 )		( 1,186,189 )
Loans purchased	( 79,965 )		( 576,697 )
FHLB stock purchased	( 510,805 )		( 170,000 )
FHLB & FRB stock redeemed	475,003		194,790
Available-for-sale securities purchased	( 317,027 )		( 516,163 )
Principal payments and maturities of available-for-sale securities	339,604		384,111
Proceeds from sales of available-for-sale securities	94		4,510
Held-to-maturity securities purchased	—		( 195,358 )
Principal payments and maturities of held-to-maturity securities	28,895		81,497

Proceeds from sales of real estate owned	2,715		5,280
Proceeds from settlement of bank owned life insurance	1,809		—

Equity securities purchased	( 7,500 )		—

Net cash received (paid) in business combinations	( 785 )		—
Proceeds from sales of premises and equipment	947		41
Premises and equipment purchased and REO improvements	( 11,217 )		( 8,712 )
Net cash provided by (used in) investing activities	( 1,286,514 )		( 1,982,890 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in customer accounts	90,854		423,508
Proceeds from borrowings	13,575,000		4,250,000
Repayments of borrowings	( 11,950,000 )		( 4,270,000 )

Proceeds from stock-based awards	1,039		1,548

Dividends paid on common stock	( 47,826 )		( 46,015 )
Dividends paid on preferred stock	( 10,968 )		( 10,969 )

Treasury stock purchased	( 30,450 )		( 3,212 )
Increase (decrease) in advanced payments by borrowers for taxes and insurance	( 16,535 )		( 16,765 )
Net cash provided by (used in) financing activities	1,611,114		328,095
Increase (decrease) in cash and cash equivalents	455,678		( 1,483,388 )
Cash, cash equivalents and restricted cash at beginning of period	683,965		2,090,809
Cash, cash equivalents and restricted cash at end of period	$	1,139,643	$	607,421

(CONTINUED)

SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended June 30,
	2023		2022
	(In thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Non-cash investing activities
Real estate acquired through foreclosure	$	121	$	73
Other personal property acquired through foreclosure	—		422
Non-cash financing activities
Preferred stock dividend payable	3,655		3,656
Cash paid (received) during the period for
Interest	243,465		40,196
Income taxes	47,251		19,257

SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE A – Summary of Significant Accounting Policies

Company and Nature of Operations - Washington Federal Bank, a federally-insured Washington state chartered commercial 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, a Washington state chartered commercial bank. The Company is headquartered in Seattle, Washington. The Bank conducts its activities through a network of 199 bank branches located in Washington, Oregon, Idaho, Utah, Arizona, Nevada, New Mexico and Texas.

Basis of Presentation - The Company has prepared the consolidated unaudited interim financial statements included in this report. 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 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on November 18, 2022 ("2022 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 2022 Annual Financial Statements. There have not been any significant changes in the Company's significant accounting policies compared to those contained in its 2022 Annual Financial Statements for the year ended September 30, 2022.

Preferred Stock - On February 8, 2021, in connection with an underwritten public offering, the Company issued 300,000 shares of 4.875 % Noncumulative Perpetual Series A Preferred Stock (“Series A Preferred Stock”). Net proceeds, after underwriting discounts and expenses, were $ 293,325,000 . The public offering consisted of the issuance and sale of 12,000,000 depositary shares, each representing a 1/40 th interest in a share of the Series A Preferred Stock, at a public offering price of $ 25.00 per depositary share. Holders of the depositary shares are entitled to all proportional rights and preferences of the Series A Preferred Stock (including, dividend, voting, redemption and liquidation rights). The depositary shares are traded on the NASDAQ Global Select Market under the symbol "WAFDP." The Series A Preferred Stock is redeemable at the option of the Company, subject to all applicable regulatory approvals, on or after April 15, 2026.

Restricted Cash Balances - The Company is not required to maintain cash reserve balances with the Federal Reserve Bank as of June 30, 2023. As of June 30, 2023 and September 30, 2022, the Company held counterparty cash collateral of $ 285,600,000 and $ 284,400,000 , respectively, related to derivative contracts.

Equity Securities - The Company records equity securities within Other assets in its Consolidated Statements of Financial Condition. These equity investments are accounted for under different methods.

• Low-income housing tax credit investments are accounted for under the proportional amortization method in accordance with Accounting Standards Update (“ASU”) 2014-01, Equity Method and Joint Ventures (Topic 323) .

• For other equity investments where the Company has significant influence, the Company applies the equity method of accounting, which adjusts the carrying value of the investment to recognize a proportionate share of the financial results of the investment entity, regardless of whether any distribution is made. Any adjustments to the fair value of these investments are recorded in Other income in the Consolidated Statements of Operations.

• For other equity investments where neither ASU 2014-01 nor the equity method of accounting is applicable, the Company applies the fair value adjustment method of ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10) . Any adjustments to the fair value of these investments are recorded in Other income in the Consolidated Statements of Operations. Fair value is determined by reference to readily determinable market values if applicable. Equity investments that do not have readily determinable fair values (non-marketable) are generally accounted for at cost minus impairment, if any, plus or minus changes resulting from

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observable transactions involving the same or similar investments from the same issuer, also referred to as the measurement alternative. Under the NAV expedient for fair value measurement, equity investments in qualified real estate funds can use the net asset value (“NAV”) determined by the fund as fair value for the investment. At June 30, 2023, equity investments held by the Company and recorded at NAV had a carrying amount of $ 35,088,000 and a remaining unfunded commitment of $ 8,273,000 . These NAV based investments cannot be transferred without consent and we do not have redemption rights. Equity investments measured at NAV are not classified in the fair value hierarchy.

Allowance for Credit Losses (Loans Receivable) - 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 current expected credit losses ("CECL") methodology requires an estimate of the credit losses expected over the life of an exposure (or pool of exposures).

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) a 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

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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.

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. See 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. 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. Changes in the allowance for credit losses are recorded as a provision for (or release of) 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. See Note F "Fair Value Measurements" for more information about AFS debt securities.

Accrued Interest Receivable - 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, as described above.

Non-Accrual Loans - Loans are placed on non-accrual 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 non-accrual status, previously accrued but unpaid interest is deducted from interest income. The Bank does not accrue interest on loans 90 days or more past due, except for situations where principal and interest is considered collectible such as a loan with a guarantee. If payment is made on a loan so that the loan becomes less than 90 days past due, and the Bank 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

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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.

Collateral-Dependent Loans - A financial asset is considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans and leases deemed collateral-dependent, the Company elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, the Company records a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral consists of various types of real estate including residential properties; commercial properties such as retail centers, office buildings, and lodging; agriculture land; and vacant land.

Off-balance-sheet credit exposures - The only material off-balance-sheet credit exposures are unfunded loan commitments, which had a combined balance of $ 4,088,046,000 and $ 4,947,570,000 at June 30, 2023 and September 30, 2022, respectively. The reserve for unfunded commitments is recognized as a liability (included as other liabilities in "Accrued expenses and 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, adjusted for probability of potential funding. See Note I "Commitments and Contingencies" for more information.

NOTE B – New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued 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 that reference a rate affected by the new guidance. This guidance is effective immediately and the amendments were originally to be applied prospectively through December 31, 2022. However, the FASB issued ASU 2022-06, deferring the sunset date to December 31, 2024. The Company has evaluated the regulatory requirements to cease the use of LIBOR and has put in place systems and capabilities for this purpose. The transition to the Secured Overnight Financing Rate ("SOFR") has been implemented by the Company, but some LIBOR benchmarked transactions have not yet moved to SOFR due to reset dates after July 1, 2023. All activities associated with reference rate reform will be concluded by the end of the fiscal year and within the specified sunset date for the ASU. The adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815) . The amendments in this ASU clarify the guidance on ASC 815 on fair value hedge accounting of interest rate risk for portfolios and financial assets. Among other things, the amended guidance establishes the "last-of-layer" method for making the fair value hedge accounting for these portfolios more accessible and renames that method the "portfolio layer" method. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We do not expect the amendments to have a material effect on our consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) . The amendments in this ASU eliminate the guidance on troubled debt restructurings while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulties. The ASU also requires that

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(UNAUDITED)

entities disclose current-period gross charge-offs by year of origination for loans and leases. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We do not expect the amendments to have a material effect on our consolidated financial statements.

In December of 2022, the SEC adopted amendments to Rule 10b5-1 and implemented new disclosure requirements in Item 408(a) of Regulation S-K. The requirements include quarterly disclosures on Form 10-Q and annual disclosures on Form 10-K about the adoption, termination and material terms of a Rule 10b5-1 trading plan or other preplanned trading arrangement by an issuer's directors or officers. The new requirements became effective for the first full fiscal period that began on or after April 1, 2023. The Company has currently has no Rule 10b5-1 plans in place but is evaluating the impact of these amendments and will apply as applicable.

In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323) . The amendments in this ASU expand the population of tax credit investments for which an investor may elect to apply the proportional amortization method ("PAM") and require certain disclosures for tax credit investments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company has utilized PAM for low income housing tax credit investments. We do not expect this ASU to have a material effect on our consolidated financial statements.

In May of 2023, the SEC adopted amendments to modernize the disclosure requirement relating to repurchases of an issuer's equity securities, including requiring issuers to provide daily repurchase activity on a quarterly or semi-annual basis, depending on type of issuer. The amendments will require issuers to disclose daily repurchase activity quarterly or semiannually, indicate if certain directors or officers traded in the relevant securities within four business days before or after the public announcement of an issuer's repurchase plan or program, provide narrative disclosure about the issuer's repurchase programs and practices in its periodic reports, and provide quarterly disclosure in an issuer's periodic reports on Forms 10-K and 10-Q related to an issuer's adoption and termination of 10b5-1 trading arrangements. Issuers are required to comply with these amendments on their Forms 10-Q and 10-K beginning with the first filing that covers the first full fiscal quarter that begins on or after October 1, 2023. The Company is currently evaluating the impact of these amendments and will apply as applicable.

NOTE C – Dividends and Share Repurchases

On June 2, 2023, the Company paid a regular dividend on common stock of $ 0.25 per share, which represented the 161 st consecutive quarterly cash dividend. Dividends per share were $ 0.25 and $ 0.24 for the quarters ended June 30, 2023 and 2022, respectively.

For the three months ended June 30, 2023, the Company repurchased 1,116,649 shares at an average price of $ 25.62 . As of June 30, 2023, there are 2,559,611 remaining shares authorized to be repurchased under the current Board approved share repurchase program.

The Company pays a cash dividend, if declared by the Board, of $ 12.1875 per share on its Series A Preferred Stock quarterly on January 15, April 15, July 15 and October 15. This dividend equals $ 0.30468750 per depositary share (each dividend, a "Series A Preferred Dividend"). The Company paid the Series A Preferred Dividend on July 15, 2023.

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" above.

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(UNAUDITED)

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


	June 30, 2023				September 30, 2022
	(In thousands)				(In thousands)
Commercial loans
Multi-family	$	2,889,635	14.5	%	$	2,645,801	13.7	%
Commercial real estate	3,239,387		16.3		3,133,660		16.2
Commercial & industrial	2,496,778		12.5		2,350,984		12.1
Construction	3,578,430		18.0		3,784,388		19.5
Land - acquisition & development	216,185		1.1		291,301		1.5
Total commercial loans	12,420,415		62.3		12,206,134		63.0
Consumer loans
Single-family residential	6,313,561		31.7		5,771,862		29.8
Construction - custom	757,171		3.8		974,652		5.0
Land - consumer lot loans	134,967		0.7		153,240		0.8
HELOC	224,917		1.1		203,528		1.0
Consumer	76,813		0.4		75,543		0.4
Total consumer loans	7,507,429		37.7		7,178,825		37.0
Total gross loans	19,927,844		100	%	19,384,959		100	%
Less:
Allowance for credit losses on loans	178,069				172,808
Loans in process	2,270,038				3,006,023
Net deferred fees, costs and discounts	95,549				92,564
Total loan contra accounts	2,543,656				3,271,395
Net loans	$	17,384,188			$	16,113,564

The Company elected to exclude accrued interest receivable from the amortized cost basis of loans for disclosure purposes and from the calculations of estimated credit losses. As of June 30, 2023, and September 30, 2022, AIR for loans totaled $ 73,192,000 and $ 57,070,000 , respectively, and is included in the Interest receivable line item balance on the Company’s consolidated statements of financial condition.

Loans in the amount of $ 8,963,870,000 and $ 8,224,951,000 at June 30, 2023 and September 30, 2022, respectively, were pledged to secure borrowings from the Federal Home Loan Bank ("FHLB") as part of our liquidity management strategy. The FHLB does not have the right to sell or re-pledge these loans.

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The following table sets forth the amortized cost basis of non-accrual loans and loans 90 days or more past due and accruing.


	June 30, 2023							September 30, 2022
	(In thousands, except ratio data)
	Non-accrual			Non-accrual with no ACL (1)		90 days or more past due and accruing		Non-accrual			Non-accrual with no ACL (1)		90 days or more past due and accruing
Commercial loans
Multi-family	$	5,951		$	—	$	—	$	5,912		$	—	$	—
Commercial real estate	1,087			—		—		4,691			—		—
Commercial & industrial	31,686			—		23		5,693			1,308		—
Construction	—			—		—		—			—		—
Land - acquisition & development	—			—		—		—			—		—
Total commercial loans	38,724			—		23		16,296			1,308		—
Consumer loans
Single-family residential	15,510			—		—		17,450			—		—
Construction - custom	87			—		—		435			—		—
Land - consumer lot loans	122			—		—		84			—		—
HELOC	801			—		—		233			—		—
Consumer	32			—		2		36			—		—
Total consumer loans	16,552			—		2		18,238			—		—
Total non-accrual loans	$	55,276		$	—	$	25	$	34,534		$	1,308	$	—
% of total loans	0.31		%					0.21		%

(1) Amounts in the 'Non-accrual with no ACL' column are a subset of the amounts in the 'Non-accrual' column

The Company recognized interest income on non-accrual loans of approximately $ 2,079,000 in the nine months ended June 30, 2023. If these loans had been on accrual status and performed according to their original contract terms, the Company would have recognized interest income of approximately $ 1,372,000 for the nine months ended June 30, 2023. Recognized interest income for the nine months ended June 30, 2023 was higher than what otherwise would have been recognized in the period due to the collection of past due amounts. Interest cash flows collected on non-accrual loans vary from period to period as those loans are brought current or are paid off.

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The following tables provide details regarding loan delinquencies by loan portfolio and class.


June 30, 2023			Days Delinquent Based on $ Amount of Loans										% based on $
Type of Loan	Loans Receivable (Amortized Cost)		Current		30		60		90		Total Delinquent
	(In thousands, except ratio data)
Commercial Loans
Multi-family	$	2,858,433	$	2,857,937	$	364	$	—	$	132	$	496	0.02	%
Commercial real estate	3,218,451		3,218,451		—		—		—		—		—
Commercial & industrial	2,490,740		2,458,189		342		506		31,703		32,551		1.31
Construction	1,759,434		1,759,434		—		—		—		—		—
Land - acquisition & development	161,658		161,658		—		—		—		—		—
Total commercial loans	10,488,716		10,455,669		706		506		31,835		33,047		0.32
Consumer Loans
Single-family residential	6,258,592		6,239,506		4,488		2,423		12,175		19,086		0.30
Construction - custom	376,045		375,334		623		—		88		711		0.19
Land - consumer lot loans	133,994		133,730		23		122		119		264		0.20
HELOC	228,132		226,684		681		24		743		1,448		0.63
Consumer	76,778		76,238		376		—		164		540		0.70
Total consumer loans	7,073,541		7,051,492		6,191		2,569		13,289		22,049		0.31
Total Loans	$	17,562,257	$	17,507,161	$	6,897	$	3,075	$	45,124	$	55,096	0.31	%
Delinquency %			99.69 %		0.04 %		0.02 %		0.26 %		0.31 %


September 30, 2022			Days Delinquent Based on $ Amount of Loans										% based on $
Type of Loan	Loans Receivable (Amortized Cost)		Current		30		60		90		Total Delinquent
	(In thousands, except ratio data)
Commercial Loans
Multi-family	$	2,626,479	$	2,626,479	$	—	$	—	$	—	$	—	—	%
Commercial real estate	3,111,112		3,110,056		538		450		68		1,056		0.03
Commercial & industrial	2,343,403		2,336,791		—		919		5,693		6,612		0.28
Construction	1,423,891		1,423,891		—		—				—		—
Land - acquisition & development	223,616		223,616		—		—		—		—		—
Total commercial loans	9,728,501		9,720,833		538		1,369		5,761		7,668		0.08
Consumer Loans
Single-family residential	5,726,979		5,708,996		2,796		1,316		13,871		17,983		0.31
Construction - custom	397,343		396,908		—		—		435		435		0.11
Land - consumer lot loans	151,945		151,746		—		139		60		199		0.13
HELOC	206,033		205,605		155		46		227		428		0.21
Consumer	75,571		75,357		162		17		35		214		0.28
Total consumer loans	6,557,871		6,538,612		3,113		1,518		14,628		19,259		0.29
Total Loans	$	16,286,372	$	16,259,445	$	3,651	$	2,887	$	20,389	$	26,927	0.17	%
Delinquency %			99.83 %		0.02 %		0.02 %		0.13 %		0.17 %

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(UNAUDITED)

Most TDRs are accruing and performing loans where the borrower has proactively approached the Company about modification due to temporary financial difficulties. 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 June 30, 2023, 98.6 % of the Company's $ 49,307,000 in TDRs were classified as performing. As of June 30, 2023, single-family residential loans comprised 81.3 % of TDRs.

We evaluate the credit quality of our 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.

• 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 effected 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.

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(UNAUDITED)

The following tables present by primary credit quality indicator, loan class, and year of origination, the amortized cost basis of loans receivable as of June 30, 2023 and September 30, 2022.


June 30, 2023	Term Loans Amortized Cost Basis by Origination Year
	YTD 2023		2022		2021		2020		2019		Prior to 2019		Revolving Loans		Revolving to Term Loans		Total Loans
Commercial loans
Multi-family
Pass	$	130,850	$	653,216	$	778,677	$	567,639	$	149,644	$	419,753	$	49,512	$	—	$	2,749,291
Special Mention	—		90,187		—		—		—		—		—		—		90,187
Substandard	—		5,736		2,319		4,137		—		6,763		—		—		18,955



Total	$	130,850	$	749,139	$	780,996	$	571,776	$	149,644	$	426,516	$	49,512	$	—	$	2,858,433

Commercial real estate
Pass	$	175,648	$	840,908	$	720,872	$	458,063	$	279,974	$	636,672	$	2,380	$	—	$	3,114,517
Special Mention	—		—		—		—		4,089		19,149		—		—		23,238
Substandard	500		5,428		3,810		24,552		27,966		18,141		299		—		80,696



Total	$	176,148	$	846,336	$	724,682	$	482,615	$	312,029	$	673,962	$	2,679	$	—	$	3,218,451

Commercial & industrial
Pass	$	147,705	$	258,924	$	331,317	$	121,989	$	26,406	$	202,496	$	1,218,139	$	22,699	$	2,329,675
Special Mention	—		—		—		—		3,066		—		3,749		—		6,815
Substandard	548		14,210		11,601		3,107		4,112		24,850		95,822		—		154,250



Total	$	148,253	$	273,134	$	342,918	$	125,096	$	33,584	$	227,346	$	1,317,710	$	22,699	$	2,490,740

Construction
Pass	$	147,717	$	781,322	$	609,555	$	83,356	$	43,964	$	375	$	65,848	$	—	$	1,732,137
Special Mention	1,709		3,030		—		—		—		—		—		—		4,739
Substandard	2,608		7,680		12,270		—		—		—		—		—		22,558



Total	$	152,034	$	792,032	$	621,825	$	83,356	$	43,964	$	375	$	65,848	$	—	$	1,759,434

Land - acquisition & development
Pass	$	19,196	$	70,336	$	41,309	$	9,117	$	354	$	18,476	$	2,600	$	—	$	161,388

Substandard	—		270		—		—		—		—		—		—		270



Total	$	19,196	$	70,606	$	41,309	$	9,117	$	354	$	18,476	$	2,600	$	—	$	161,658

Total commercial loans
Pass	$	621,116	$	2,604,706	$	2,481,730	$	1,240,164	$	500,342	$	1,277,772	$	1,338,479	$	22,699	$	10,087,008
Special Mention	1,709		93,217		—		—		7,155		19,149		3,749		—		124,979
Substandard	3,656		33,324		30,000		31,796		32,078		49,754		96,121		—		276,729



Total	$	626,481	$	2,731,247	$	2,511,730	$	1,271,960	$	539,575	$	1,346,675	$	1,438,349	$	22,699	$	10,488,716

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(UNAUDITED)


June 30, 2023	Term Loans Amortized Cost Basis by Origination Year
	YTD 2023		2022		2021		2020		2019		Prior to 2019		Revolving Loans		Revolving to Term Loans		Total Loans
Consumer loans
Single-family residential
Current	$	409,516	$	1,368,615	$	1,738,310	$	733,690	$	302,013	$	1,687,362	$	—	$	—	$	6,239,506
30 days past due	—		—		351		456		—		3,681		—		—		4,488
60 days past due	—		—		—		675		159		1,589		—		—		2,423
90+ days past due	—		198		669		738		686		9,884		—		—		12,175

Total	$	409,516	$	1,368,813	$	1,739,330	$	735,559	$	302,858	$	1,702,516	$	—	$	—	$	6,258,592

Construction - custom
Current	$	50,392	$	304,173	$	16,740	$	3,192	$	358	$	479	$	—	$	—	$	375,334
30 days past due	—		623		—		—		—		—		—		—		623

90+ days past due	—		88		—		—		—		—		—		—		88

Total	$	50,392	$	304,884	$	16,740	$	3,192	$	358	$	479	$	—	$	—	$	376,045

Land - consumer lot loans
Current	$	14,991	$	45,536	$	42,602	$	12,522	$	4,345	$	13,734	$	—	$	—	$	133,730
30 days past due	—		—		—		—		—		23		—		—		23
60 days past due	—		—		—		114		—		8		—		—		122
90+ days past due	—		—		119		—		—		—		—		—		119

Total	$	14,991	$	45,536	$	42,721	$	12,636	$	4,345	$	13,765	$	—	$	—	$	133,994

HELOC
Current	$	—	$	—	$	—	$	—	$	—	$	4,298	$	221,068	$	1,318	$	226,684
30 days past due	—		—		—		—		—		163		518		—		681
60 days past due	—		—		—		—		—		—		24		—		24
90+ days past due	—		—		—		—		—		—		743		—		743

Total	$	—	$	—	$	—	$	—	$	—	$	4,461	$	222,353	$	1,318	$	228,132

Consumer
Current	$	3,057	$	128	$	9,826	$	8,008	$	16	$	24,795	$	30,408	$	—	$	76,238
30 days past due	—		—		—		—		—		366		10		—		376

90+ days past due	—		—		—		—		30		134		—		—		164

Total	$	3,057	$	128	$	9,826	$	8,008	$	46	$	25,295	$	30,418	$	—	$	76,778

Total consumer loans
Current	$	477,956	$	1,718,452	$	1,807,478	$	757,412	$	306,732	$	1,730,668	$	251,476	$	1,318	$	7,051,492
30 days past due	—		623		351		456		—		4,233		528		—		6,191
60 days past due	—		—		—		789		159		1,597		24		—		2,569
90+ days past due	—		286		788		738		716		10,018		743		—		13,289

Total	$	477,956	$	1,719,361	$	1,808,617	$	759,395	$	307,607	$	1,746,516	$	252,771	$	1,318	$	7,073,541

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NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


September 30, 2022	Term Loans Amortized Cost Basis by Origination Year
	2022		2021		2020		2019		2018		Prior to 2018		Revolving Loans		Revolving to Term Loans		Total Loans
Commercial loans
Multi-family
Pass	$	657,144	$	778,936	$	500,917	$	168,568	$	157,144	$	315,858	$	34,102	$	—	$	2,612,669

Substandard	3,951		—		1,729		—		6,560		1,570		—		—		13,810



Total	$	661,095	$	778,936	$	502,646	$	168,568	$	163,704	$	317,428	$	34,102	$	—	$	2,626,479

Commercial real estate
Pass	$	820,490	$	679,321	$	492,826	$	301,033	$	218,171	$	541,008	$	1,391	$	—	$	3,054,240
Special Mention	—		1,594		—		—		—		—		—		—		1,594
Substandard	259		—		6,074		30,579		4,857		10,923		2,586		—		55,278



Total	$	820,749	$	680,915	$	498,900	$	331,612	$	223,028	$	551,931	$	3,977	$	—	$	3,111,112

Commercial & industrial
Pass	$	254,668	$	435,630	$	145,799	$	39,102	$	25,709	$	197,909	$	1,097,696	$	255	$	2,196,768
Special Mention	2,503		—		—		—		—		—		29,153		—		31,656
Substandard	2,021		12,639		9,803		5,029		1,213		25,519		58,755		—		114,979



Total	$	259,192	$	448,269	$	155,602	$	44,131	$	26,922	$	223,428	$	1,185,604	$	255	$	2,343,403

Construction
Pass	$	510,764	$	671,611	$	142,816	$	27,260	$	375	$	—	$	68,808	$	—	$	1,421,634

Substandard	—		2,257		—		—		—		—		—		—		2,257



Total	$	510,764	$	673,868	$	142,816	$	27,260	$	375	$	—	$	68,808	$	—	$	1,423,891

Land - acquisition & development
Pass	$	100,022	$	64,539	$	16,934	$	3,391	$	8,175	$	27,955	$	2,600	$	—	$	223,616





Total	$	100,022	$	64,539	$	16,934	$	3,391	$	8,175	$	27,955	$	2,600	$	—	$	223,616

Total commercial loans
Pass	$	2,343,088	$	2,630,037	$	1,299,292	$	539,354	$	409,574	$	1,082,730	$	1,204,597	$	255	$	9,508,927
Special Mention	2,503		1,594		—		—		—		—		29,153		—		33,250
Substandard	6,231		14,896		17,606		35,608		12,630		38,012		61,341		—		186,324



Total	$	2,351,822	$	2,646,527	$	1,316,898	$	574,962	$	422,204	$	1,120,742	$	1,295,091	$	255	$	9,728,501

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(UNAUDITED)


September 30, 2022	Term Loans Amortized Cost Basis by Origination Year
	2022		2021		2020		2019		2018		Prior to 2018		Revolving Loans		Revolving to Term Loans		Total Loans
Consumer loans
Single-family residential
Current	$	1,131,152	$	1,652,242	$	771,769	$	320,546	$	276,093	$	1,557,194	$	—	$	—	$	5,708,996
30 days past due	—		—		400		604		—		1,792		—		—		2,796
60 days past due	—		—		—		—		—		1,316		—		—		1,316
90+ days past due	—		—		—		477		—		13,394		—		—		13,871

Total	$	1,131,152	$	1,652,242	$	772,169	$	321,627	$	276,093	$	1,573,696	$	—	$	—	$	5,726,979

Construction - custom
Current	$	235,030	$	150,434	$	9,811	$	1,155	$	478	$	—	$	—	$	—	$	396,908


90+ days past due	—		435		—		—		—		—		—		—		435

Total	$	235,030	$	150,869	$	9,811	$	1,155	$	478	$	—	$	—	$	—	$	397,343

Land - consumer lot loans
Current	$	53,396	$	60,454	$	15,876	$	5,399	$	3,433	$	13,188	$	—	$	—	$	151,746

60 days past due	—		—		139		—		—		—		—		—		139
90+ days past due	—		—		—		—		—		60		—		—		60

Total	$	53,396	$	60,454	$	16,015	$	5,399	$	3,433	$	13,248	$	—	$	—	$	151,945

HELOC
Current	$	—	$	—	$	—	$	—	$	—	$	4,349	$	200,267	$	989	$	205,605
30 days past due	—		—		—		—		—		95		60		—		155
60 days past due	—		—		—		—		—		29		17		—		46
90+ days past due	—		—		—		—		—		—		227		—		227

Total	$	—	$	—	$	—	$	—	$	—	$	4,473	$	200,571	$	989	$	206,033

Consumer
Current	$	1,386	$	10,156	$	8,038	$	215	$	23,919	$	6,449	$	25,194	$	—	$	75,357
30 days past due	—		—		—		2		—		153		7		—		162
60 days past due	—		—		—		—		—		17		—		—		17
90+ days past due	1		—		—		32		—		2		—		—		35

Total	$	1,387	$	10,156	$	8,038	$	249	$	23,919	$	6,621	$	25,201	$	—	$	75,571

Total consumer loans
Current	$	1,420,964	$	1,873,286	$	805,494	$	327,315	$	303,923	$	1,581,180	$	225,461	$	989	$	6,538,612
30 days past due	—		—		400		606		—		2,040		67		—		3,113
60 days past due	—		—		139		—		—		1,362		17		—		1,518
90+ days past due	1		435		—		509		—		13,456		227		—		14,628

Total	$	1,420,965	$	1,873,721	$	806,033	$	328,430	$	303,923	$	1,598,038	$	225,772	$	989	$	6,557,871

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(UNAUDITED)

NOTE E – Allowance for Losses on Loans

The following tables summarize the activity in the allowance for loan losses by loan portfolio segment and class.


Three Months Ended June 30, 2023	Beginning Allowance		Charge-offs		Recoveries		Provision & Transfers (1)		Ending Allowance
	(In thousands)
Commercial loans
Multi-family	$	13,038	$	—	$	—	$	( 62 )	$	12,976
Commercial real estate	27,803		—		—		329		28,132
Commercial & industrial	63,301		( 10,469 )		10		9,073		61,915
Construction	26,027		—		—		1,889		27,916
Land - acquisition & development	7,496		—		24		( 274 )		7,246
Total commercial loans	137,665		( 10,469 )		34		10,955		138,185
Consumer loans
Single-family residential	26,916		—		18		149		27,083
Construction - custom	3,456		—		—		( 235 )		3,221
Land - consumer lot loans	3,945		—		9		( 184 )		3,770
HELOC	2,662		—		—		81		2,743
Consumer	2,776		( 74 )		131		234		3,067
Total consumer loans	39,755		( 74 )		158		45		39,884
Total loans	$	177,420	$	( 10,543 )	$	192	$	11,000	$	178,069

(1) Provision & transfer amounts within the table do not include the recapture of provision for unfunded commitments of $ 2.0 million. The total provision recognized for the three months ended June 30, 2023 was $ 9.0 million.

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(UNAUDITED)


Three Months Ended June 30, 2022	Beginning Allowance		Charge-offs		Recoveries		Provision & Transfers (1)		Ending Allowance
	(In thousands)
Commercial loans
Multi-family	$	14,463	$	—	$	—	$	( 1,889 )	$	12,574
Commercial real estate	24,682		—		23		595		25,300
Commercial & industrial	53,903		( 27 )		8		1,040		54,924
Construction	22,707		—		—		3,127		25,834
Land - acquisition & development	13,685		( 1 )		11		( 1,468 )		12,227
Total commercial loans	129,440		( 28 )		42		1,405		130,859
Consumer loans
Single-family residential	28,992		—		252		( 3,027 )		26,217
Construction - custom	3,129		—		—		225		3,354
Land - consumer lot loans	5,105		—		2		113		5,220
HELOC	2,475		—		249		( 92 )		2,632
Consumer	2,243		( 253 )		331		376		2,697
Total consumer loans	41,944		( 253 )		834		( 2,405 )		40,120
Total loans	$	171,384	$	( 281 )	$	876	$	( 1,000 )	$	170,979

(1) Provision & transfer amounts within the table do not include the provision for unfunded commitments of $ 2.5 million. The total provision recognized for the three months ended June 30, 2022 was $ 1.5 million.


Nine Months Ended June 30, 2023	Beginning Allowance		Charge-offs		Recoveries		Provision & Transfers (1)		Ending Allowance
	(In thousands)
Commercial loans
Multi-family	$	12,013	$	—	$	—	$	963	$	12,976
Commercial real estate	25,814		—		5		2,313		28,132
Commercial & industrial	57,210		( 16,605 )		84		21,226		61,915
Construction	26,161		—		—		1,755		27,916
Land - acquisition & development	12,278		—		54		( 5,086 )		7,246
Total commercial loans	133,476		( 16,605 )		143		21,171		138,185
Consumer loans
Single-family residential	25,518		( 34 )		552		1,047		27,083
Construction - custom	3,410		—		—		( 189 )		3,221
Land - consumer lot loans	5,047		—		14		( 1,291 )		3,770
HELOC	2,482		—		1		260		2,743
Consumer	2,875		( 258 )		448		2		3,067
Total consumer loans	39,332		( 292 )		1,015		( 171 )		39,884
Total loans	$	172,808	$	( 16,897 )	$	1,158	$	21,000	$	178,069

(1) Provision & transfer amounts within the table do not include the recapture of provision for unfunded commitments of $ 6.0 million. The total provision for the nine months ended June 30, 2023 was $ 15.0 million.

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NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Nine Months Ended June 30, 2022	Beginning Allowance		Charge-offs		Recoveries		Provision & Transfers (1)		Ending Allowance
	(In thousands)
Commercial loans
Multi-family	$	16,949	$	—	$	—	$	( 4,375 )	$	12,574
Commercial real estate	23,437		( 529 )		820		1,572		25,300
Commercial & industrial	45,957		( 943 )		72		9,838		54,924
Construction	25,585		—		2,179		( 1,930 )		25,834
Land - acquisition & development	13,447		( 3 )		51		( 1,268 )		12,227
Total commercial loans	125,375		( 1,475 )		3,122		3,837		130,859
Consumer loans
Single-family residential	30,978		—		804		( 5,565 )		26,217
Construction - custom	4,907		—		—		( 1,553 )		3,354
Land - consumer lot loans	4,939		( 27 )		47		261		5,220
HELOC	2,390		—		350		( 108 )		2,632
Consumer	2,711		( 368 )		726		( 372 )		2,697
Total consumer loans	45,925		( 395 )		1,927		( 7,337 )		40,120
Total loans	$	171,300	$	( 1,870 )	$	5,049	$	( 3,500 )	$	170,979

(1) Provision & transfer amounts within the table do not include the provision for unfunded commitments of $ 5.0 million. As such there was $ 1.5 million provision recognized for the nine months ended June 30, 2022.

The Company recorded a $ 9,000,000 provision for credit losses for the three months ended June 30, 2023, compared to a $ 1,500,000 release of allowance for credit losses for the three months ended June 30, 2022. The provision in the three months ended June 30, 2023 was primarily due to one charge-off, offset by reduced unfunded commitment balances combined with an uncertain economic outlook amid concerns around a looming recession and recent macro-economic events. The provision for the three months ended June 30, 2022 was primarily due to growth in loans receivable and unfunded commitments partially offset by improvements in the credit quality of certain loan portfolios related to strong real estate markets and collateral conditions. The Company recorded a $ 15,000,000 provision for credit losses for the nine months ended June 30, 2023, compared with $ 1,500,000 provision for credit losses for the nine months ended June 30, 2022. Charge-offs, net of recoveries, totaled $ 10,351,000 for the three months ended June 30, 2023, compared to net recoveries of $ 595,000 during the three months ended June 30, 2022. Charge-offs, net of recoveries, totaled $ 15,739,000 for the nine months ended June 30, 2023, compared to net recoveries of $ 3,179,000 during the nine months ended June 30, 2022. No allowance was recorded as of June 30, 2022 for the $ 54,185,000 of PPP loans in the portfolio at that date which are included in the commercial & industrial loan category, due to the government guarantee.

Non-performing assets were $ 67,000,000 , or 0.30 % of total assets, at June 30, 2023, compared to $ 44,554,000 , or 0.21 % of total assets, at September 30, 2022. Non-accrual loans were $ 55,276,000 at June 30, 2023, compared to $ 34,534,000 at September 30, 2022. Delinquencies, as a percent of total loans, were 0.31 % at June 30, 2023, compared to 0.17 % at September 30, 2022.

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."

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(UNAUDITED)

The following tables provide the amortized cost of loans receivable based on risk rating categories as previously defined.


June 30, 2023	Internally Assigned Grade
	Pass			Special mention			Substandard			Doubtful			Loss			Total
	(In thousands, except ratio data)
Loan type
Commercial loans
Multi-family	$	2,749,291		$	90,187		$	18,955		$	—		$	—		$	2,858,433
Commercial real estate	3,114,517			23,238			80,696			—			—			3,218,451
Commercial & industrial	2,329,675			6,815			154,250			—			—			2,490,740
Construction	1,732,137			4,739			22,558			—			—			1,759,434
Land - acquisition & development	161,388			—			270			—			—			161,658
Total commercial loans	10,087,008			124,979			276,729			—			—			10,488,716
Consumer loans
Single-family residential	6,239,912			—			18,680			—			—			6,258,592
Construction - custom	375,957			—			88			—			—			376,045
Land - consumer lot loans	133,758			—			236			—			—			133,994
HELOC	227,331			—			801			—			—			228,132
Consumer	76,765			—			13			—			—			76,778
Total consumer loans	7,053,723			—			19,818			—			—			7,073,541
Total	$	17,140,731		$	124,979		$	296,547		$	—		$	—		$	17,562,257

Total grade as a % of total loans	97.60		%	0.71		%	1.69		%	—		%	—		%

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(UNAUDITED)


September 30, 2022	Internally Assigned Grade
	Pass			Special mention			Substandard			Doubtful			Loss			Total
	(In thousands, except ratio data)
Loan type
Commercial loans
Multi-family	$	2,612,669		$	—		$	13,810		$	—		$	—		$	2,626,479
Commercial real estate	3,054,241			1,594			55,277			—			—			3,111,112
Commercial & industrial	2,196,767			31,656			114,980			—			—			2,343,403
Construction	1,421,634			—			2,257			—			—			1,423,891
Land - acquisition & development	223,616			—			—			—			—			223,616
Total commercial loans	9,508,927			33,250			186,324			—			—			9,728,501
Consumer loans
Single-family residential	5,706,199			—			20,780			—			—			5,726,979
Construction - custom	396,908			—			435			—			—			397,343
Land - consumer lot loans	151,723			—			222			—			—			151,945
HELOC	205,800			—			233			—			—			206,033
Consumer	75,570			—			1			—			—			75,571
Total consumer loans	6,536,200			—			21,671			—			—			6,557,871
Total loans	$	16,045,127		$	33,250		$	207,995		$	—		$	—		$	16,286,372

Total grade as a % of total loans	98.52		%	0.20		%	1.28		%	—		%	—		%

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(UNAUDITED)

The following tables provide information on amortized cost of loans receivable based on borrower payment activity.


June 30, 2023	Performing Loans				Non-Performing Loans
	Amount		% of Total Loans		Amount		% of Total Loans
	(In thousands, except ratio data)
Commercial loans
Multi-family	$	2,852,482	99.8	%	$	5,951	0.2	%
Commercial real estate	3,217,364		100.0		1,087		—
Commercial & industrial	2,459,054		98.7		31,686		1.3
Construction	1,759,434		100.0		—		0.0
Land - acquisition & development	161,658		100.0		—		—
Total commercial loans	10,449,992		99.6		38,724		0.4
Consumer loans
Single-family residential	6,243,082		99.8		15,510		0.2
Construction - custom	375,958		100.0		87		—
Land - consumer lot loans	133,872		99.9		122		0.1
HELOC	227,331		99.6		801		0.4
Consumer	76,746		100.0		32		0.0
Total consumer loans	7,056,989		99.8		16,552		0.2
Total loans	$	17,506,981	99.7	%	$	55,276	0.3	%


September 30, 2022	Performing Loans				Non-Performing Loans
	Amount		% of Total Loans		Amount		% of Total Loans
	(In thousands, except ratio data)
Commercial loans
Multi-family	$	2,620,567	99.8	%	$	5,912	0.2	%
Commercial real estate	3,106,421		99.8		4,691		0.2
Commercial & industrial	2,337,710		99.8		5,693		0.2
Construction	1,423,891		100.0		—		—
Land - acquisition & development	223,616		100.0		—		—
Total commercial loans	9,712,205		99.9		16,296		0.1
Consumer loans
Single-family residential	5,709,529		99.7		17,450		0.3
Construction - custom	396,908		99.9		435		0.1
Land - consumer lot loans	151,861		99.9		84		0.1
HELOC	205,800		99.9		233		0.1
Consumer	75,535		100.0		36		0.0
Total consumer loans	6,539,633		99.7		18,238		0.4
Total loans	$	16,251,838	99.8	%	$	34,534	0.2	%

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(UNAUDITED)

NOTE F – Fair Value Measurements

FASB ASC 820, Fair Value Measurement ("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 that 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 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 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 counterparty to offset its interest rate risk. The Company has also entered into commercial loan hedges, mortgage pool hedges and borrowings 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.

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(UNAUDITED)

The following tables present the balance and level in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis.


	June 30, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Available-for-sale securities:

U.S. government and agency securities	$	—	$	192,559	$	—	$	192,559
Asset-backed securities	—		611,784		—		611,784
Municipal bonds	—		35,049		—		35,049

Corporate debt securities	—		246,631		—		246,631
Mortgage-backed securities
Agency pass-through certificates	—		950,210		—		950,210

Total available-for-sale securities	—		2,036,233		—		2,036,233
Client swap program hedges	—		64,869		—		64,869
Commercial loan fair value hedges	—		2,341		—		2,341
Mortgage loan fair value hedges	—		40,707		—		40,707
Borrowings cash flow hedges	—		165,924		—		165,924
Total financial assets	$	—	$	2,310,074	$	—	$	2,310,074

Financial Liabilities
Client swap program hedges	$	—	$	65,772	$	—	$	65,772



Total financial liabilities	$	—	$	65,772	$	—	$	65,772


	September 30, 2022
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Available-for-sale securities:

U.S. government and agency securities	$	—	$	39,354	$	—	$	39,354
Asset-backed securities	—		767,001				767,001
Municipal bonds	—		34,962		—		34,962

Corporate debt securities	—		313,757		—		313,757
Mortgage-backed securities
Agency pass-through certificates	—		895,963		—		895,963

Total available-for-sale securities	—		2,051,037		—		2,051,037
Client swap program hedges	—		67,260		—		67,260
Commercial loan fair value hedges	—		2,517		—		2,517
Mortgage loan fair value hedges	—		36,765		—		36,765
Borrowings cash flow hedges	—		179,945		—		179,945
Total financial assets	$	—	$	2,337,524	$	—	$	2,337,524

Financial Liabilities
Client swap program hedges	$	—	$	67,260	$	—	$	67,260



Total financial liabilities	$	—	$	67,260	$	—	$	67,260

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(UNAUDITED)

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 at June 30, 2023 included 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.

The following tables present the aggregated balance of assets that were measured at fair value on a nonrecurring basis at June 30, 2023 and June 30, 2022, 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.


	June 30, 2023								Three Months Ended June 30, 2023		Nine Months Ended June 30, 2023
	Level 1		Level 2		Level 3		Total		Total Gains (Losses)
	(In thousands)								(In thousands)
Loans (1)	$	—	$	—	$	34,535	$	34,535	$	( 10,530 )	$	( 16,773 )
Real estate owned (2)	—		—		3,672		3,672		( 121 )		( 98 )
Balance at end of period	$	—	$	—	$	38,207	$	38,207	$	( 10,651 )	$	( 16,871 )

(1) The gains (losses) represent re-measurements of collateral-dependent loans.

(2) The gains (losses) represent aggregate write-downs and charge-offs on real estate owned.


	June 30, 2022								Three Months Ended June 30, 2022		Nine Months Ended June 30, 2022
	Level 1		Level 2		Level 3		Total		Total Gains (Losses)
	(In thousands)								(In thousands)
Loans (1)	$	—	$	—	$	4,182	$	4,182	$	( 40 )	$	( 1,025 )
Real estate owned (2)	—		—		1,848		1,848		196		( 276 )
Balance at end of period	$	—	$	—	$	6,030	$	6,030	$	156	$	( 1,301 )

(1) The gains (losses) represent re-measurements of collateral-dependent loans.

(2) The gains (losses) represent aggregate write-downs and charge-offs on real estate owned.

At June 30, 2023, there was $ 121,000 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 $ 2,840,000 .

Fair Values of Financial Instruments

FASB ASC 825, Financial Instruments ("ASC 825") 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 reevaluated 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.

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(UNAUDITED)


		June 30, 2023				September 30, 2022
	Level in Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
		($ in thousands)
Financial assets
Cash and cash equivalents	1	$	1,139,643	$	1,139,643	$	683,965	$	683,965
Available-for-sale securities

U.S. government and agency securities	2	192,559		192,559		39,354		39,354
Asset-backed securities	2	611,784		611,784		767,001		767,001
Municipal bonds	2	35,049		35,049		34,962		34,962

Corporate debt securities	2	246,631		246,631		313,757		313,757
Mortgage-backed securities
Agency pass-through certificates	2	950,210		950,210		895,963		895,963

Total available-for-sale securities		2,036,233		2,036,233		2,051,037		2,051,037
Held-to-maturity securities





Mortgage-backed securities
Agency pass-through certificates	2	434,172		384,312		463,299		406,860

Total held-to-maturity securities		434,172		384,312		463,299		406,860

Loans receivable	3	17,384,188		16,652,719		16,113,564		15,417,635

FHLB stock	2	130,875		130,875		95,073		95,073
Other assets - client swap program hedges	2	64,869		64,869		67,260		67,260
Other assets - commercial fair value loan hedges	2	2,341		2,341		2,517		2,517
Other assets - mortgage loan fair value hedges	2	40,707		40,707		36,765		36,765
Other assets - borrowings cash flow hedges	2	165,924		165,924		179,945		179,945

Financial liabilities
Time deposits	2	4,863,849		4,773,772		3,338,043		3,249,169
Borrowings	2	3,750,000		3,738,757		2,125,000		1,940,813
Other liabilities - client swap program hedges	2	65,772		65,772		67,260		67,260

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 (AFS) securities and held-to-maturity (HTM) 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 that 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 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

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(UNAUDITED)

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 stock – The fair value is based upon the par value of the stock that equates to its carrying value.

Time deposits – The fair value of time deposits is estimated by discounting the estimated future cash flows using rates offered for deposits with similar remaining maturities.

Borrowings – The fair value of FHLB advances, FRB borrowings 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 Company 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 these interest rate swaps is estimated by a third-party pricing service using a discounted cash flow technique.

The following tables provide details about the amortized cost and fair value of available-for-sale and held-to-maturity securities.


	June 30, 2023
	Amortized Cost		Gross Unrealized				Fair Value		Yield
			Gains		Losses
	($ in thousands)
Available-for-sale securities
U.S. government and agency securities due
Within 1 year	$	5,251	$	—	$	( 39 )	$	5,212	5.75	%
1 to 5 years	22,107		—		( 674 )		21,433		4.53
5 to 10 years	89,610		196		—		89,806		5.51
Over 10 years	75,618		526		( 36 )		76,108		5.62
Asset-backed securities

1 to 5 years	19,368		—		( 911 )		18,457		5.78
5 to 10 years	42,069		7		( 206 )		41,870		5.88
Over 10 years	562,179		469		( 11,191 )		551,457		6.10




Corporate debt securities due

1 to 5 years	151,772		1,105		( 1,882 )		150,995		4.86
5 to 10 years	113,519		—		( 17,883 )		95,636		3.87

Municipal bonds due


5 to 10 years	5,728		—		( 218 )		5,510		3.00
Over 10 years	29,842		10		( 313 )		29,539		5.85
Mortgage-backed securities
Agency pass-through certificates	1,023,520		55		( 73,365 )		950,210		3.30

	2,140,583		2,368		( 106,718 )		2,036,233		4.48
Held-to-maturity securities







Mortgage-backed securities
Agency pass-through certificates	434,172		16		( 49,876 )		384,312		2.88

	434,172		16		( 49,876 )		384,312		2.88
	$	2,574,755	$	2,384	$	( 156,594 )	$	2,420,545	4.21	%

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(UNAUDITED)


	September 30, 2022
	Amortized Cost		Gross Unrealized					Fair Value		Yield
			Gains		Losses
	($ in thousands)
Available-for-sale securities
U.S. government and agency securities due

1 to 5 years	$	40,403	$	—		$	( 1,049 )	$	39,354	3.03	%


Asset-backed securities

1 to 5 years	22,527		—			( 1,141 )		21,386		3.27
5 to 10 years	82,962		4			( 547 )		82,419		3.53
Over 10 years	668,482		783			( 6,069 )		663,196		3.86




Corporate debt securities due
Within 1 year	75,000		4			( 200 )		74,804		3.74
1 to 5 years	151,411		—			( 2,748 )		148,663		3.59
5 to 10 years	114,414		—			( 24,124 )		90,290		3.87

Municipal bonds due


5 to 10 years	5,751		—			( 361 )		5,390		3.00
Over 10 years	29,871		400			( 699 )		29,572		5.85
Mortgage-backed securities
Agency pass-through certificates	971,916		117			( 76,070 )		895,963		2.81

	2,162,737		1,308			( 113,008 )		2,051,037		3.36
Held-to-maturity securities







Mortgage-backed securities
Agency pass-through certificates	463,299		22			( 56,461 )		406,860		2.88

	463,299		22			( 56,461 )		406,860		2.88
	$	2,626,036	$	1,330		$	( 169,469 )	$	2,457,897	3.28	%

For AFS investment securities, there were purchases of $ 317,027,000 during the nine months ended June 30, 2023 and purchases of $ 516,163,000 during the nine months ended June 30, 2022. There were sales of $ 94,000 of AFS investment securities during the nine months ended June 30, 2023 and $ 4,510,000 in sales during the prior year same period. For HTM investment securities, there were no purchases during the nine months ended June 30, 2023 and purchases of $ 195,358,000 during the nine months ended June 30, 2022. There were no sales of held-to-maturity investment securities during the nine months ended June 30, 2023 or June 30, 2022. Substantially all of the agency mortgage-backed securities have contractual due dates that exceed 10 years.

The Company elected to exclude AIR from the amortized cost basis of debt securities disclosed throughout this footnote. For AFS securities, AIR totaled $ 7,701,000 and $ 5,694,000 as of June 30, 2023 and September 30, 2022, respectively. For HTM debt securities, AIR totaled $ 1,038,000 and $ 1,108,000 as of June 30, 2023 and September 30, 2022, respectively. AIR for securities is included in the "Interest receivable" line item balance on the Company’s consolidated statements of financial condition.

The following tables show the gross unrealized losses and fair value of securities as of June 30, 2023 and September 30, 2022, by length of time that individual securities in each category have been in a continuous loss position. There were 225 and 223 securities with an unrealized loss as of June 30, 2023 and September 30, 2022, 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 expect 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 have any credit impairment.

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


June 30, 2023	Less than 12 months				12 months or more				Total
	Unrealized Gross Losses		Fair Value		Unrealized Gross Losses		Fair Value		Unrealized Gross Losses		Fair Value
	(In thousands)
Available-for-sale securities
Corporate debt securities	$	—	$	—	$	( 19,764 )	$	151,438	$	( 19,764 )	$	151,438
Municipal bonds	—		—		( 531 )		15,038		( 531 )		15,038
U.S. government and agency securities	( 36 )		14,964		( 712 )		26,645		( 748 )		41,609
Asset-backed securities	( 2,406 )		79,893		( 9,903 )		515,348		( 12,309 )		595,241

Mortgage-backed securities	( 4,663 )		205,284		( 68,702 )		695,528		( 73,365 )		900,812
	( 7,105 )		300,141		( 99,612 )		1,403,997		( 106,717 )		1,704,138
Held-to-maturity securities
Mortgage-backed securities	( 3 )		713		( 49,874 )		382,499		( 49,877 )		383,212
	$	( 7,108 )	$	300,854	$	( 149,486 )	$	1,786,496	$	( 156,594 )	$	2,087,350


September 30, 2022	Less than 12 months				12 months or more				Total
	Unrealized Gross Losses		Fair Value		Unrealized Gross Losses		Fair Value		Unrealized Gross Losses		Fair Value
	(In thousands)
Available-for-sale securities
Corporate debt securities	$	( 27,072 )	$	288,753	$	—	$	—	$	( 27,072 )	$	288,753
Municipal bonds due	( 1,061 )		14,561		—		—		( 1,061 )		14,561
U.S. government and agency securities	( 1,049 )		39,354		—		—		( 1,049 )		39,354
Asset-backed securities	( 6,374 )		601,248		( 1,383 )		50,070		( 7,757 )		651,318

Mortgage-backed securities	( 63,738 )		833,683		( 12,331 )		53,533		( 76,069 )		887,216
	( 99,294 )		1,777,599		( 13,714 )		103,603		( 113,008 )		1,881,202
Held-to-maturity securities
Mortgage-backed securities	( 56,461 )		405,166		—		—		( 56,461 )		405,166
	$	( 155,755 )	$	2,182,765	$	( 13,714 )	$	103,603	$	( 169,469 )	$	2,286,368

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 as of June 30, 2023 or September 30, 2022.

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position have any credit loss impairment as of June 30, 2023 or September 30, 2022 based on the fact that (1) changes in fair value were primarily as a result of changes in interest rates, (2) the Company does not intend to sell the investment securities that were in an unrealized loss position, (3) 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, and (4) 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 an issuer of high credit quality and the decline in fair value is due to changes in interest rates and other market conditions. The issuer continues to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE G – Derivatives and Hedging Activities

The following tables present the fair value, notional amount and balance sheet classification of derivative assets and liabilities at June 30, 2023 and September 30, 2022.


June 30, 2023	Derivative Assets					Derivative Liabilities
Interest rate contract purpose	Balance Sheet Location	Notional		Fair Value		Balance Sheet Location	Notional		Fair Value
	(In thousands)					(In thousands)
Client swap program hedges	Other assets	$	819,094	$	64,869	Other liabilities	$	819,094	$	65,772
Commercial loan fair value hedges	Other assets	39,661		2,341		Other liabilities	—		—
Mortgage loan fair value hedges	Other assets	670,000		40,707		Other liabilities	—		—
Borrowings cash flow hedges	Other assets	1,000,000		165,924		Other liabilities	—		—
		$	2,528,755	$	273,841		$	819,094	$	65,772


September 30, 2022	Derivative Assets					Derivative Liabilities
Interest rate contract purpose	Balance Sheet Location	Notional		Fair Value		Balance Sheet Location	Notional		Fair Value
	(In thousands)					(In thousands)
Client swap program hedges	Other assets	$	588,676	$	67,260	Other liabilities	$	588,676	$	67,260
Commercial loan fair value hedges	Other assets	42,209		2,517		Other liabilities	—		—
Mortgage loan fair value hedges	Other assets	470,000		36,765		Other liabilities	—		—
Borrowings cash flow hedges	Other assets	1,000,000		179,945		Other liabilities	—		—
		$	2,100,885	$	286,487		$	588,676	$	67,260

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 item is adjusted to reflect the cumulative impact of changes in fair value attributable to the hedged risk. The hedge basis adjustment remains with the hedged item until the hedged item is de-recognized from the balance sheet. The following tables present the impact of fair value hedge accounting on the carrying value of the hedged items at June 30, 2023 and September 30, 2022.


(In thousands)	June 30, 2023
Balance sheet line item in which hedged item is recorded	Carrying value of hedged items		Cumulative gain (loss) fair value hedge adjustment included in carrying amount of hedged items
Loans receivable (1) (2)	$	1,859,032	$	( 42,457 )
	$	1,859,032	$	( 42,457 )

(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 June 30, 2023, the amortized cost basis of the closed loan portfolios used in the hedging relationships was $ 1,821,860,000 , the cumulative basis adjustment associated with the hedging relationships was $( 40,021,000 ), and the amount of the designated hedged items was $ 670,000,000 .

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(2) Includes the amortized cost basis of commercial loans designated in fair value hedging relationships. At June 30, 2023, the amortized cost basis of the hedged commercial loans was $ 37,172,000 and the cumulative basis adjustment associated with the hedging relationships was $( 2,436,000 ).


(In thousands)	September 30, 2022
Balance sheet line item in which hedged item is recorded	Carrying value of hedged items		Cumulative gain (loss) fair value hedge adjustment included in carrying amount of hedged items
Loans receivable (1) (2)	$	1,159,496	$	( 39,090 )
	$	1,159,496	$	( 39,090 )

(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, 2022, the amortized cost basis of the closed loan portfolios used in the hedging relationships was $ 1,119,975,000 , the cumulative basis adjustment associated with the hedging relationships was $( 36,458,000 ), and the amount of the designated hedged items was $ 470,000,000 .

(2) Includes the amortized cost basis of commercial loans designated in fair value hedging relationships. At September 30, 2022, the amortized cost basis of the hedged commercial loans was $ 39,521,000 and the cumulative basis adjustment associated with the hedging relationships was $( 2,632,000 ).

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 June 30, 2023, the maturities for hedges of adjustable rate borrowings ranged from one year to seven years , with the weighted average being 5.8 years.

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


(In thousands)	Three Months Ended June 30,
Amounts of gain/(loss) recognized in AOCI	2023		2022
Interest rate contracts:
Pay fixed/receive floating swaps on borrowings cash flow hedges	$	14,757	$	31,225

Total pre-tax gain/(loss) recognized in AOCI	$	14,757	$	31,225


(In thousands)	Nine Months Ended June 30,
Amounts of gain/(loss) recognized in AOCI	2023		2022
Interest rate contracts:
Pay fixed/receive floating swaps on borrowings cash flow hedges	$	( 14,021 )	$	93,994

Total pre-tax gain/(loss) recognized in AOCI	$	( 14,021 )	$	93,994

The following tables present the gain (loss) on derivative instruments in fair value and cash flow accounting hedging relationships under ASC 815 for the periods presented.

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	Three Months Ended June 30, 2023				Three Months Ended June 30, 2022
	Interest income on loans receivable		Interest expense on FHLB advances		Interest income on loans receivable		Interest expense on FHLB advances
	(In thousands)				(In thousands)
Interest income/(expense), including the effects of fair value and cash flow hedges	$	232,167	$	( 33,718 )	$	149,113	$	( 6,118 )

Gain/(loss) on fair value hedging relationships:
Interest rate contracts
Amounts related to interest settlements on derivatives	$	4,348			$	( 394 )
Recognized on derivatives	13,223				8,325
Recognized on hedged items	( 13,195 )				( 8,564 )
Net income/(expense) recognized on fair value hedges	$	4,376			$	( 633 )

Gain/(loss) on cash flow hedging relationships:
Interest rate contracts
Amounts related to interest settlements on derivatives			$	10,639			$	21
Amount of derivative gain/(loss) reclassified from AOCI into interest income/expense			—				—
Net income/(expense) recognized on cash flow hedges			$	10,639			$	21


	Nine Months Ended June 30, 2023				Nine Months Ended June 30, 2022
	Interest income on loans receivable		Interest expense on FHLB advances		Interest income on loans receivable		Interest expense on FHLB advances
	(In thousands)				(In thousands)
Interest income/(expense), including the effects of fair value and cash flow hedges	$	659,070	$	( 80,877 )	$	426,882	$	( 21,486 )

Gain/(loss) on fair value hedging relationships:
Interest rate contracts
Amounts related to interest settlements on derivatives	$	11,753			$	( 2,964 )
Recognized on derivatives	3,766				31,386
Recognized on hedged items	( 3,367 )				( 31,625 )
Net income/(expense) recognized on fair value hedges	$	12,152			$	( 3,203 )

Gain/(loss) on cash flow hedging relationships:
Interest rate contracts
Amounts related to interest settlements on derivatives			$	27,370			$	3,757
Amount of derivative gain/(loss) reclassified from AOCI into interest income/expense			—				—
Net income/(expense) recognized on cash flow hedges			$	27,370			$	3,757

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,

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

with changes in fair value recorded in earnings. For the nine months ended June 30, 2023 the net impact to the statement of operations was a decrease in other income of $ 900,000 . There was no net impact to the statement of operations for the nine months ended June 30, 2022.

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


(In thousands)		Three Months Ended June 30,
Derivative instruments	Classification of gain/(loss) recognized in income on derivative instrument	2023		2022
Interest rate contracts:
Pay fixed/receive floating swap	Other noninterest income	$	12,612	$	15,865
Receive fixed/pay floating swap	Other noninterest income	( 13,538 )		( 15,865 )
		$	( 926 )	$	—


(In thousands)		Nine Months Ended June 30,
Derivative instruments	Classification of gain/(loss) recognized in income on derivative instrument	2023		2022
Interest rate contracts:
Pay fixed/receive floating swap	Other noninterest income	$	( 2,409 )	$	54,202
Receive fixed/pay floating swap	Other noninterest income	1,509		( 54,202 )
		$	( 900 )	$	—

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE H – Revenue from Contracts with Customers

Since net interest income on financial assets and liabilities is outside the scope of ASU No. 2014-09, Revenue from Contracts with Customers ("ASC 606"), a significant majority of our revenues are not subject to that guidance.

Revenue streams that are within the scope of ASC 606 are presented within non-interest 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 cancellable 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. In scope revenue streams represented approximately 4.0 % of our total revenues for the nine months ended June 30, 2023, compared to 5.9 % for the nine months ended June 30, 2022. 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 non-interest income within the scope of the 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 cashier’s 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 or credit card payment network 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 network in this case).

Insurance Agency Commissions (recognized in Other income) - WAFD Insurance Group, Inc. is a wholly owned subsidiary of Washington Federal Bank 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 – 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 2023 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.

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 $ 4,088,046,000 and $ 4,947,570,000 at June 30, 2023 and September 30, 2022, respectively. The reserve was $ 26,500,000 as of June 30, 2023, which is a decrease from $ 32,500,000 at September 30, 2022. 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.

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

PART I – Financial Information

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

Washington Federal, Inc. (the “Company” or “Washington Federal”) makes statements in this Quarterly Report on Form 10-Q 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 Risk Factors included in Part II. Item 1A below and the risks and uncertainties discussed elsewhere in this report, and including the Risk Factors included in the Company’s 2022 Form 10-K for the year ended September 30, 2022, and in any of the Company's other subsequent Securities and Exchange Commission ("SEC") 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:

Operational Risks:

• economic uncertainty or a deterioration in economic conditions or slowdowns in economic growth, including declines in home sale volumes and financial stress on borrowers (consumers and businesses) as a result of higher interest rates or an uncertain economic environment;

• fluctuating interest rates and the impact of inflation on the Company's business and financial results;

• 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;

• global economic trends, including developments related to Ukraine and Russia, and related negative financial impacts on our borrowers, the financial markets and the global economy;

• our ability to make accurate assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the assets securing these loans;

• risks related to operational, technological, and third-party provided technology infrastructure;

• risks associated with cybersecurity incidents and threat actors;

• the effects of natural or man-made disasters, calamities, or conflicts, including terrorist events and pandemics (such as the COVID-19 pandemic), and the resulting governmental and societal responses, including on our asset credit quality and business operations, as well as its impact on general economic and financial market conditions;

• risks associated with our failure to retain or attract key employees;

• risks associated with failures of our risk management framework;

• risks related to the impacts of climate change on our business or reputation;

• risks related to the Company’s pending merger with Luther Burbank Corporation.

Regulatory and Litigation Risk:

• unanticipated effects and expenses related to the completed charter conversion of the Bank from a federal to a state charter;

• the Company’s ability to manage the risks and costs involved in the remediation efforts to the Bank's Home Mortgage Disclosure Act (“HMDA”) compliance and reporting, and the impact of enforcement actions or legal proceedings with respect to the Bank’s HMDA program;

• compliance risks associated 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;

• legislative and regulatory limitations, including those arising under the Dodd-Frank Act, the Washington Commercial Bank Act and potential limitations in the manner in which the Company conducts its business and undertakes new investments and activities;

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

• litigation risks resulting in significant expenses, losses and reputational damage;

• environmental risks resulting from our real estate lending business.

Market and Industry Risk:

• risks associated with our geographic concentration, including the effects of a severe economic downturn, including high unemployment rates and declines in housing prices and property values, in our primary market areas;

• eroding confidence in the banking system and regional banks in particular;

• downturns in the real estate market;

• changes in other economic, competitive, governmental, regulatory and technological factors affecting the Company's markets, operations, pricing, products, services and fees;

• risks associated with inadequate or faulty underwriting and loan collection practices;

• changes in banking operations, including a shift from retail to online activities;

• fluctuations in interest rate risk and changes in market interest rates, including risk related to LIBOR reform, risk of an inverted yield curve and the effect on our net interest income and net interest margin;

• industry deficiencies in foreclosure practices, including delays and challenges in the foreclosure process.

Competitive Risks:

• our ability to effectively compete with government sponsored enterprises entering the market, other financial institutions and new market participants;

• our ability to grow organically or through acquisitions.

Security Ownership Risks:

• our ability to continue to pay dividends, including on our outstanding Series A Preferred Stock;

• risks related to the volatility of our common stock, and future dilution;

• effects of activist shareholders;

• the ability of the Company to obtain external financing to fund its operations or obtain financing on favorable terms.

General Risks:

• 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.

For the reasons described above, we caution you against relying on any forward-looking statements. You should not consider the summary of such factors to be an exhaustive statement of all of the risks, uncertainties, or potentially inaccurate assumptions that could cause our current expectations or beliefs to change. Further, 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.

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

GENERAL & BUSINESS DESCRIPTION

Washington Federal Bank, a federally-insured Washington state chartered 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 was formed as the Bank’s holding company in November, 1994. As used throughout this document, the terms “Washington Federal,” the “Company” or “we” or “us” and “our” refer to Washington Federal, Inc. and its consolidated subsidiaries, and the term “Bank” refers to the operating subsidiary, Washington Federal Bank. The Company is headquartered in Seattle, Washington.

On January 3, 2022, the Bank announced that it had applied to the Washington State Department of Financial Institutions (the "WDFI") to convert from a national association to a non-Federal Reserve member Washington state-chartered bank. The Bank completed the conversion of its charter from a national bank charter, supervised by the Office of the Comptroller of the Currency, to a Washington state chartered commercial bank effective February 4, 2022. The Bank cancelled its holdings of stock in the Federal Reserve Bank of San Francisco as part of the conversion and its legal name changed from “Washington Federal Bank, National Association” to “Washington Federal Bank.” As a result of the conversion, the WDFI is the Bank's primary state regulator and the Federal Deposit Insurance Corporation (the "FDIC") is the Bank's primary federal regulator. The Federal Reserve will continue to regulate the Bank's holding company, Washington Federal, Inc.

The Company's fiscal year end is September 30 th . All references to 2022 represent balances as of September 30, 2022 or activity for the fiscal year then ended.

RECENT INDUSTRY DEVELOPMENTS

During the first calendar quarter of 2023, the banking industry experienced significant volatility with multiple high-profile bank failures, primarily due to liquidity concerns. This resulted in industry-wide uncertainty and concerns related to liquidity, deposit outflows, unrealized securities losses and eroding consumer confidence in the banking system. The Company took a number of preemptive actions which included proactive outreach to clients and actions to maximize funding sources in response to these recent developments. These actions included increasing the target cash balance range, enhancing deposit flow and concentration monitoring, and utilizing the Federal Reserve's Bank Term Funding Program as an additional source of liquidity.

Despite these negative industry developments, the Company's liquidity position and balance sheet remain strong and the Company did not experience negative impacts to its financial condition outside of those observed generally across the industry, such as increasing funding costs. The Company experienced net deposit inflows for the quarter ending June 30, 2023 with total deposits increasing by 1.6%. Our deposit base is highly diversified with little industry or customer concentration and 75% of total deposits are FDIC insured or collateralized as of June 30, 2023. Furthermore, the Company remains well capitalized. The Company's capital at June 30, 2023 remains at high levels with common equity tier 1 capital ("CET1") and total risk-based capital ratios of 10.25% and 13.23%, respectively, for the Company and 11.41% and 12.62% for the Bank, respectively, which exceed the regulatory minimum well-capitalized guidelines of 6.50% and 10.00%.

CRITICAL ACCOUNTING POLICIES

See Note A to the Consolidated Financial Statements in "Item 1. Financial Statements" above. Also, refer to "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on November 18, 2022.

ASSET QUALITY & ALLOWANCE FOR CREDIT LOSSES

See Notes A, D and E to the Consolidated Financial Statements in "Item 1. Financial Statements" above. Also, refer to "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on November 18, 2022.

INTEREST RATE RISK

Based on management's assessment of the current interest rate environment, the Company has taken steps to reduce its interest rate risk profile, including growing shorter-term loans and transaction deposit accounts. The mix of transaction and savings accounts is 70% of total deposits as of June 30, 2023. Although the transaction accounts are greater than time deposits, 83% of total customer deposits are interest-bearing as the current rate environment has resulted in increased consumer demand for

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higher yielding deposit options. The composition of the investment securities portfolio is 40% variable and 60% fixed rate. When interest rates rise, the fair value of the investment securities with fixed rates will decrease and vice versa when interest rates decline. The Company has $434,172,000 of mortgage-backed securities that it has designated as HTM and are carried at amortized cost. As of June 30, 2023, the net unrealized loss on these securities was $49,860,000. The Company has $2,036,233,000 of available-for-sale securities that are carried at fair value. As of June 30, 2023, the net unrealized loss on these securities was $104,350,000. The Company has executed interest rate swaps to hedge interest rate risk on certain FHLB borrowings. The unrealized gain on these interest rate swaps as of June 30, 2023 was $165,924,000. All of the above are pre-tax net unrealized gains or losses.

The Company relies on various measures of interest rate risk, including an asset/liability analysis, modeling of changes in forecasted net interest income under various rate change scenarios, and the impact of interest rate changes on the net portfolio value (“NPV”) of the Company.

Net Interest Income Sensitivity - The Company estimates the sensitivity of its 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 the Company's 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.

As of June 30, 2023, 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 3.0% in the next year. This compares to an estimated increase of 1.9% as of the September 30, 2022 analysis. The change is primarily due to a shift in the yield curve as well as shifts in the mix of fixed versus adjustable rate assets and liabilities. 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 net interest income increase of 1.1% in the first year and increase of 1.4% in the second year assuming a constant balance sheet and no management intervention. Alternatively, in the event of an immediate and parallel decrease of 100 basis points in both short and long-term interest rates estimates that net interest income would increase by 3.54%.

NPV Sensitivity - NPV is an estimate of the market value of shareholders' equity. NPV is calculated as 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 NPV to changes in interest rates provides a view of interest rate risk as it incorporates all future expected cash flows. As of June 30, 2023, in the event of an immediate and parallel increase of 200 basis points in interest rates, the NPV is estimated to decrease by $643,101,000 or 24.2% and the NPV to total assets ratio to decline to 9.9% from a base of 12.3%. As of September 30, 2022, the NPV in the event of a 200 basis point increase in rates was estimated to decrease by $617,000,000 or 20.9% and the NPV to total assets ratio to decline to 12.6% from a base of 14.9%. The change in NPV sensitivity is due primarily to changes in interest rates and the related impact on asset prices and sensitivity to expected prepayment speeds on fixed rate loans and mortgage-backed securities, as well as changes in the mix of fixed versus adjustable rate assets and liabilities as of June 30, 2023. Prepayment speeds for single family mortgages are low at June 30, 2023 with the Bank's conditional payment rate ("CPR") for this loan portfolio segment at 7.9%, down from 13.1% the year before.

As of June 30, 2023, the event of an immediate and parallel decrease of 100 basis points in interest rates is estimated to increase NPV by $294,907,000, or 11.08%, and the NPV to total assets ratio to grow to 13.31% from a base of 12.3%.

Interest Rates - The Company measures the difference between the rate on total interest-earning assets and the rate on interest-bearing liabilities at the end of each period. This period-end interest rate spread was 2.72% at June 30, 2023 and 3.36% at September 30, 2022. As of June 30, 2023, the weighted average period-end rate on interest-earning assets increased by 90 basis points to 4.94% compared to 4.04% at September 30, 2022, while the weighted average period-end rate on interest-bearing liabilities increased by 154 basis points to 2.22% from 0.68%. The period-end interest rate spread decreased to 2.72% at June 30, 2023 from 3.07% at June 30, 2022.

Net Interest Margin - Net interest margin is measured as net interest income divided by average earning assets for the period. Net interest margin was 3.27% for the quarter ended June 30, 2023 compared to 3.22% for the quarter ended June 30, 2022. The yield on interest-earning assets increased 174 basis points to 5.29% and the cost of interest-bearing liabilities increased 209 basis points to 2.51% over that same period. The higher yield on interest-earning assets was primarily due to the impact of

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rising rates on adjustable rate assets and cash. The higher rate in interest-bearing liabilities resulted primarily from customer deposits repricing and a higher rate on FHLB borrowings.

The following table sets forth the information explaining the changes in the net interest margin for the period indicated compared to the same period one year ago.


	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate
	($ in thousands)						($ in thousands)
Assets
Loans receivable	$	17,307,298	$	232,167	5.38	%	$	15,350,905	$	149,113	3.90	%
Mortgage-backed securities	1,349,264		10,454		3.11		1,416,212		8,618		2.44
Cash & Investments	1,879,893		27,249		5.81		2,056,387		8,281		1.62
FHLB & FRB stock	131,191		2,610		7.98		78,305		1,136		5.82
Total interest-earning assets	20,667,646		272,480		5.29	%	18,901,809		167,148		3.55	%
Other assets	1,445,635						1,383,146
Total assets	$	22,113,281					$	20,284,955

Liabilities and Equity
Interest-bearing customer accounts	$	13,019,355	$	70,062	2.16	%	$	12,852,849	$	9,284	0.29	%
Borrowings	3,595,879		33,718		3.76		1,705,824		6,118		1.44

Total interest-bearing liabilities	16,615,234		103,780		2.51	%	14,558,673		15,402		0.42	%
Noninterest-bearing customer accounts	2,826,238						3,278,346
Other liabilities	275,522						238,842
Total liabilities	19,716,994						18,075,861
Shareholders' equity	2,396,287						2,209,094
Total liabilities and equity	$	22,113,281					$	20,284,955
Net interest income/interest rate spread			$	168,700	2.78	%			$	151,746	3.12	%
Net interest margin (NIM)					3.27	%					3.22	%

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	Nine Months Ended June 30, 2023						Nine Months Ended June 30, 2022
	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate
	($ in thousands)						($ in thousands)
Assets
Loans receivable	$	16,992,994	$	659,070	5.19	%	$	14,837,421	$	426,882	3.85	%
Mortgage-backed securities	1,357,857		31,489		3.10		1,064,725		18,069		2.27
Cash & Investments	1,709,469		64,522		5.05		2,783,617		19,821		0.95
FHLB & FRB stock	129,445		6,164		6.37		90,107		3,654		5.42
Total interest-earning assets	20,189,765		761,245		5.04	%	18,775,870		468,426		3.34	%
Other assets	1,479,537						1,313,366
Total assets	$	21,669,302					$	20,089,236

Liabilities and Equity
Interest-bearing customer accounts	$	12,792,107	$	153,831	1.61	%	$	12,754,118	$	25,970	0.27	%
Borrowings	3,189,011		80,877		3.39		1,715,275		21,486		1.67

Total interest-bearing liabilities	15,981,118		234,708		1.96	%	14,469,393		47,456		0.44	%
Noninterest-bearing customer accounts	3,040,183						3,221,504
Other liabilities	290,204						225,736
Total liabilities	19,311,505						17,916,633
Shareholders' equity	2,357,797						2,172,603
Total liabilities and equity	$	21,669,302					$	20,089,236
Net interest income/interest rate spread			$	526,537	3.08	%			$	420,970	2.90	%
Net interest margin (NIM)					3.49	%					3.00	%

As of June 30, 2023, total assets had increased by $1,780,457,000 to $22,552,588,000 from $20,772,131,000 at September 30, 2022. During the nine months ended June 30, 2023, loans receivable increased $1,270,624,000 while cash and cash equivalents increased by $455,678,000 and investment securities decreased by $43,931,000. Growth in loans receivable was primarily funded by the increase in borrowings during the period.

LIQUIDITY AND CAPITAL RESOURCES

The principal sources of funds for the Company's activities are loan repayments (including prepayments), net deposit inflows, sales and repayments of investments and borrowings and retained earnings, if applicable. The Company's principal sources of revenue are interest on loans and interest and dividends on investments. Additionally, the Company earns fee income for loan, deposit, insurance and other services. The Bank maintains a strong liquidity position with a significant cash balance and high-quality securities portfolio. The Company has the intent and ability to hold those AFS investments in a loss position. However, any decision to sell our AFS securities would be based on various factors, which could include liquidity needs. Quarterly liquidity testing shows that these balances combined with ample borrowing capacity provide a strong position even in the most extreme scenarios.

On February 8, 2021, in connection with an underwritten public offering, the Company issued 300,000 shares of 4.875% Noncumulative Perpetual Series A Preferred Stock (“Series A Preferred Stock”). Net proceeds, after underwriting discounts and expenses, were $293,325,000. The public offering consisted of the issuance and sale of 12,000,000 depositary shares, each representing a 1/40th interest in a share of the Series A Preferred Stock, at a public offering price of $25.00 per depositary share. Holders of the depositary shares are entitled to all proportional rights and preferences of the Series A Preferred Stock (including dividend, voting, redemption and liquidation rights). The depositary shares are traded on the NASDAQ under the symbol "WAFDP." The Series A Preferred Stock is redeemable at the option of the Company, subject to all applicable regulatory approvals, on or after April 15, 2026.

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The Bank has a credit line with the Federal Home Loan Bank of Des Moines ("FHLB") of up to 45% of total assets depending on specific collateral eligibility. This line provides a substantial source of additional liquidity.

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 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. In addition, the Bank has also elected to utilize the Federal Reserve's Bank Term Funding program (the "BTFP") to leverage its highly favorable terms to fortify the Bank's liquidity position. These borrowings are repayable at any time without penalty and are the lowest cost funding source available. Borrowings totaled $3,750,000,000 as of June 30, 2023, an increase from $2,125,000,000 at September 30, 2022. Total borrowings at June 30, 2023 are made up of $3,000,000,000 in FHLB Advances and $750,000,000 borrowed from the BTFP.

Customer deposit account balances have increased $90,854,000, or 0.6%, to $16,120,424,000 at June 30, 2023 compared with $16,029,570,000 at September 30, 2022.

The Company's cash and cash equivalents totaled $1,139,643,000 at June 30, 2023, an increase from $683,965,000 at September 30, 2022. These amounts include the Bank's operating cash.

The Company’s shareholders' equity at June 30, 2023 was $2,394,066,000, or 10.62% of total assets. This is an increase of $119,806,000 from September 30, 2022 when shareholders' equity was $2,274,260,000, or 10.95% of total assets. The Company’s shareholders' equity was impacted in the nine months ended June 30, 2023 by net income of $207,218,000, the payment of $47,826,000 in common stock dividends, payment of $10,968,000 in preferred stock dividends, net treasury stock transactions of $30,450,000, as well as an other comprehensive loss of $5,130,000. The ratio of tangible capital to tangible assets at June 30, 2023 was 9.37%. 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.

Washington Federal, Inc. and its banking subsidiary are subject to various regulatory capital requirements administered by the bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company's financial statements.

Federal Bank regulatory agencies establish regulatory capital rules that require minimum capital ratios and establish criteria for calculating regulatory capital. Minimum capital ratios for four measures are used for assessing capital adequacy. The standards are indicated in the table below. The common equity tier 1 capital ratio recognizes common equity as the highest form of capital. The denominator for all except the leverage ratio is risk weighted assets. The rules set forth a “capital conservation buffer” of up to 2.5%. In the event that a bank’s capital levels fall below the minimum ratios plus these buffers, the bank's regulators may place restrictions on it. These restrictions include reducing dividend payments, share buy-backs, and staff bonus payments. The purpose of these buffers is to require banks to build up capital outside of periods of stress that can be drawn down during periods of stress. As a result, even during periods where losses are incurred, the minimum capital ratios can still be met.

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There are also standards for Adequate and Well Capitalized criteria that are used for “Prompt Corrective Action” purposes. To remain categorized as well capitalized, the Bank and the Company must maintain minimum common equity risk-based, tier 1 risk-based, total risk-based and tier 1 leverage ratios as set forth in the following table.


	Actual				Minimum Capital Adequacy Guidelines		Minimum Well-Capitalized Guidelines
($ in thousands)	Capital		Ratio		Ratio		Ratio

June 30, 2023
Common Equity Tier I risk-based capital ratio:
The Company	$	1,737,915	10.25	%	4.50	%	NA
The Bank	1,934,080		11.41	%	4.50	%	6.50	%
Tier I risk-based capital ratio:
The Company	2,037,915		12.02	%	6.00	%	NA
The Bank	1,934,080		11.41	%	6.00	%	8.00	%
Total risk-based capital ratio:
The Company	2,242,484		13.23	%	8.00	%	NA
The Bank	2,138,649		12.62	%	8.00	%	10.00	%
Tier 1 Leverage ratio:
The Company	2,037,915		9.31	%	4.00	%	NA
The Bank	1,934,080		8.84	%	4.00	%	5.00	%

September 30, 2022
Common Equity Tier 1 risk-based capital ratio:
The Company	$	1,613,075	9.86	%	4.50	%	NA
The Bank	1,781,932		10.89	%	4.50	%	6.50	%
Tier I risk-based capital ratio:
The Company	1,913,075		11.69	%	6.00	%	NA
The Bank	1,781,932		10.89	%	6.00	%	8.00	%
Total risk-based capital ratio:
The Company	2,117,574		12.94	%	8.00	%	NA
The Bank	1,986,434		12.14	%	8.00	%	10.00	%
Tier 1 Leverage ratio:
The Company	1,913,075		9.51	%	4.00	%	NA
The Bank	1,781,932		8.86	%	4.00	%	5.00	%

CHANGES IN FINANCIAL CONDITION

Cash and cash equivalents - Cash and cash equivalents were $1,139,643,000 at June 30, 2023, an increase of $455,678,000, or 66.6%, since September 30, 2022. The change is primarily the result of increased borrowings to provide greater balance sheet liquidity offset by the funding of construction loan advances.

Available-for-sale and held-to-maturity investment securities - AFS securities decreased $14,804,000, or 0.7%, during the nine months ended June 30, 2023, mostly due to principal payments and maturities of $339,604,000 which were offset by purchases of $317,027,000 and an unrealized gain of $7,346,000. During the same period, the balance of HTM securities decreased by $29,127,000 due primarily to principal pay-downs and maturities of $28,895,000. As of June 30, 2023, the Company had a net unrealized loss on AFS securities of $104,350,000, which is included on a net of tax basis in accumulated other comprehensive income (loss). Because the Company does not intend to sell these securities and does not consider it more likely than not that it

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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 have any credit impairment.

The majority of the Company’s HTM and AFS 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 HTM securities as of June 30, 2023 or September 30, 2022 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. The Company does not believe that any of its available-for-sale debt securities had credit loss impairment as of June 30, 2023 or September 30, 2022, therefore, no allowance was recorded.

Loans receivable - Loans receivable, net of related contra accounts, increased by $1,270,624,000 to $17,384,188,000 at June 30, 2023, compared to $16,113,564,000 at September 30, 2022. The increase was primarily the net result of originations of $3,953,363,000, purchases of single-family residential mortgages of $79,965,000, partially offset by loan principal repayments of $3,445,990,000 as well as a $735,985,000 decrease in loans in process as a result of funding draws on construction loans. Commercial loan originations accounted for 77% of total originations and consumer loan originations were 23% during the period. The mix of loan originations is consistent with management's strategy during low rate environments to produce more multifamily, commercial real estate, construction and commercial and industrial loans that generally have adjustable interest rates or a shorter duration.

The following table shows the loan portfolio by category and the change.


	June 30, 2023				September 30, 2022				Change
	($ in thousands)				($ in thousands)				$		%
Commercial loans
Multi-family	$	2,889,635	14.5	%	$	2,645,801	13.7	%	$	243,834	9.2	%
Commercial real estate	3,239,387		16.3		3,133,660		16.2		105,727		3.4
Commercial & industrial	2,496,778		12.5		2,350,984		12.1		145,794		6.2
Construction	3,578,430		18.0		3,784,388		19.5		(205,958)		(5.4)
Land - acquisition & development	216,185		1.1		291,301		1.5		(75,116)		(25.8)
Total commercial loans	12,420,415		62.3		12,206,134		63.0		214,281		1.8
Consumer loans
Single-family residential	6,313,561		31.7		5,771,862		29.8		541,699		9.4
Construction - custom	757,171		3.8		974,652		5.0		(217,481)		(22.3)
Land - consumer lot loans	134,967		0.7		153,240		0.8		(18,273)		(11.9)
HELOC	224,917		1.1		203,528		1.0		21,389		10.5
Consumer	76,813		0.4		75,543		0.4		1,270		1.7
Total consumer loans	7,507,429		37.7		7,178,825		37.0		328,604		4.6
Total gross loans	19,927,844		100	%	19,384,959		100	%	542,885		2.8
Less:
Allowance for credit losses on loans	178,069				172,808				5,261		3.0
Loans in process	2,270,038				3,006,023				(735,985)		(24.5)
Net deferred fees, costs and discounts	95,549				92,564				2,985		3.2
Total loan contra accounts	2,543,656				3,271,395				(727,739)		(22.2)
Net loans	$	17,384,188			$	16,113,564			$	1,270,624	7.9	%

Non-performing assets - Non-performing assets increased $22,446,000 during the nine months ended June 30, 2023 to $67,000,000 from $44,554,000 at September 30, 2022. The increase is primarily due to the deterioration of one commercial loan combined with a $1,704,000 increase in REO. Non-performing assets as a percentage of total assets was 0.30% at June 30, 2023 compared to 0.21% at September 30, 2022.

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The following table sets forth information regarding troubled debt restructured loans and non-performing assets.


	June 30, 2023					September 30, 2022
	($ in thousands)
Troubled debt restructured loans:
Multi - family	$	5,818		11.8	%	$	6,044		10.6	%
Commercial real estate	2,082			4.2		2,166			3.8
Commercial & industrial	—			—		1			—


Single-family residential	40,104			81.3		46,902			82.4

Land - consumer lot loans	1,223			2.5		1,590			2.8
HELOC	57			0.1		83			0.1
Consumer	23			0.1		31			0.1
Total restructured loans (1)	$	49,307		100	%	$	56,817		100	%
Non-accrual loans:
Multi - family	$	5,951		10.8	%	$	5,912		17.1	%
Commercial real estate	1,087			2.0		4,691			13.6
Commercial & industrial	31,686			57.3		5,693			16.5
Construction	—			—		—			0.1

Single-family residential	15,510			28.0		17,450			50.5
Construction - custom	87			0.2		435			1.3
Land - consumer lot loans	122			0.2		84			0.2
HELOC	801			1.4		233			0.7
Consumer	32			0.1		36			0.1
Total non-accrual loans	55,276			100	%	34,534			100	%
Real estate owned	8,371					6,667
Other property owned	3,353					3,353
Total non-performing assets	$	67,000				$	44,554
Total non-performing assets and performing restructured loans as a percentage of total assets	0.51		%			0.48		%

(1) Restructured loans were as follows:
Performing	$	48,606		98.6	%	$	55,823		98.3	%
Non-performing (included in non-accrual loans above)	701			1.4		994			1.7
	$	49,307		100	%	$	56,817		100	%

For the nine months ended June 30, 2023, the Company recognized $2,079,000 in interest income on cash payments received from borrowers on non-accrual loans. The Company would have recognized interest income of $1,372,000 for the same period had these loans performed according to their original contract terms. Recognized interest income for the nine months ended June 30, 2023 was higher than what otherwise would have been recognized in the period due to the collection of past due amounts. In addition to the non-accrual loans reflected in the above table, the Company had $241,166,000 of loans that were less than 90 days delinquent at June 30, 2023 but were classified as substandard for one or more reasons. If these loans were deemed non-performing, the Company's ratio of total NPAs and performing restructured loans as a percent of total assets would have increased to 1.58% at June 30, 2023.

Restructured single-family residential loans are reserved for under the Company’s general reserve methodology. If any individual loan is significant in balance, the Company may establish a specific reserve as warranted.

Most restructured loans are accruing and performing loans where the borrower has proactively approached the Bank about modifications due to temporary financial difficulties. Each request is individually evaluated for merit and likelihood of success. Single-family residential loans comprised 81.3% of restructured loans as of June 30, 2023. The concession for these loans is

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typically a payment reduction through a rate reduction of 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.

For commercial loans, six consecutive payments on newly restructured loan terms are generally required prior to returning the loan to accrual status. In some instances, after the required six consecutive payments are made, a management assessment will conclude that collection of the entire principal balance is still in doubt. In those instances, the loan will remain on non-accrual. Homogeneous loans may or may not be on accrual status at the time of restructuring, but all are placed on accrual status upon the restructuring of the loan. Homogeneous loans are restructured only if the borrower can demonstrate the ability to meet the restructured payment terms; otherwise, collection is pursued and the loan remains on non-accrual status until liquidated. If the homogeneous restructured loan does not perform, it will be placed in non-accrual status when it is 90 days delinquent.

A loan that defaults and is subsequently modified would impact the Company’s delinquency trend, which is part of the qualitative risk factors component of the allowance for credit losses calculation. Any modified loan that re-defaults and is charged-off would impact the historical loss factors component of the Company's general reserve calculation.

Allowance for credit losses - The following table shows the composition of the Company’s allowance for credit losses.


	June 30, 2023				September 30, 2022				Change
Allowance for credit losses:	($ in thousands)				($ in thousands)				$		%
Commercial loans
Multi-family	$	12,976	7.3	%	12,013		7.0	%	$	963	8.0	%
Commercial real estate	28,132		15.8		25,814		14.9		2,318		9.0
Commercial & industrial	61,915		34.8		57,210		33.1		4,705		8.2
Construction	27,916		15.7		26,161		15.1		1,755		6.7
Land - acquisition & development	7,246		4.1		12,278		7.1		(5,032)		(41.0)
Total commercial loans	138,185		77.6		133,476		77.2		4,709		3.5
Consumer loans
Single-family residential	27,083		15.2		25,518		14.8		1,565		6.1
Construction - custom	3,221		1.8		3,410		2.0		(189)		(5.5)
Land - consumer lot loans	3,770		2.1		5,047		2.9		(1,277)		(25.3)
HELOC	2,743		1.5		2,482		1.4		261		10.5
Consumer	3,067		1.7		2,875		1.7		192		6.7
Total consumer loans	39,884		22.4		39,332		22.8		552		1.4
Total allowance for loan losses	178,069		100.0	%	172,808		100.0	%	5,261		3.0
Reserve for unfunded commitments	26,500				31,500				(5,000)		(15.9)
Total allowance for credit losses	$	204,569			$	204,308			$	261	0.1	%

Management believes the allowance for credit losses of $204,569,000, or 1.03% of gross loans, is sufficient to absorb estimated losses inherent in the portfolio of loans and unfunded commitments. See Note E and Note I for further details of the allowance for loan losses and reserve for unfunded commitments as of and for the period ended June 30, 2023 and September 30, 2022.

Real estate owned ("REO") - REO increased during the nine months ended June 30, 2023 by $1,704,000 to $8,371,000. The increase was due to REO additions resulting from the Company's branch optimization activities partially offset by valuation adjustments on certain properties.

Intangible assets - Intangible assets increased to $309,069,000 as of June 30, 2023 from $309,009,000 as of September 30, 2022.

Customer accounts - Customer accounts increased $90,854,000, or 0.6%, to $16,120,424,000 at June 30, 2023 compared with $16,029,570,000 at September 30, 2022. Transaction accounts decreased by $1,434,952,000 or 11.3% during that period, while time deposits increased $1,525,806,000 or 45.7%. This increase is the result of increased demand for higher yielding deposits as a result of rising interest rates.

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

The following table shows the composition of the Bank’s customer accounts by deposit type.


	June 30, 2023						September 30, 2022
	Deposit Account Balance		As a % of Total Deposits		Weighted Average Rate		Deposit Account Balance		As a % of Total Deposits		Weighted Average Rate
($ in thousands)
Non-interest checking	$	2,729,888	16.9	%	—	%	$	3,266,734	20.4	%	—	%
Interest checking	4,124,463		25.6		2.04		3,497,795		21.8		0.90
Savings	874,256		5.4		0.20		1,059,093		6.6		0.13
Money market	3,527,968		21.9		1.35		4,867,905		30.4		0.49
Time deposits	4,863,849		30.2		3.31		3,338,043		20.8		0.74
Total	$	16,120,424	100	%	1.83	%	$	16,029,570	100	%	0.51	%

Borrowings - Total borrowings were $3,750,000,000 as of June 30, 2023, an increase from $2,125,000,000 at September 30, 2022. This increase funded loan growth given relatively flat deposits. This increase also bolstered the Company's liquidity in the form of increased cash. The weighted average rate for borrowings was 3.93% as of June 30, 2023 and 2.02% at September 30, 2022.

Shareholders' equity - The Company’s shareholders' equity at June 30, 2023 was $2,394,066,000, or 10.62% of total assets. This is an increase of $119,806,000 from September 30, 2022 when net worth was $2,274,260,000, or 10.95% of total assets. The Company’s shareholders' equity was impacted in the nine months ended June 30, 2023 by net income of $207,218,000, the payment of $47,826,000 in common stock dividends, payment of $10,968,000 in preferred stock dividends, net treasury stock transactions of $30,450,000, as well as a change in other comprehensive loss of $5,130,000.

RESULTS OF OPERATIONS

Net Income - The Company recorded net income of $61,775,000 for the three months ended June 30, 2023 compared to $63,295,000 for the prior year quarter. The Company recorded net income of $207,218,000 for the nine months ended June 30, 2023 compared to $162,935,000 for the prior year same period. The changes are due to the factors described below.

Net Interest Income - For the three months ended June 30, 2023, net interest income was $168,700,000, which is $16,954,000 higher than the same quarter of the prior year. Net interest margin was 3.27% for the quarter ended June 30, 2023 compared to 3.22% for the quarter ended June 30, 2022. The increase in net interest income was mostly due to rising interest rates. The average rate earned on interest-earning assets grew by 174 basis points to 5.29% while the average rate paid on interest-bearing liabilities increased by 209 basis points to 2.51%. For the nine months ended June 30, 2023, net interest income was $526,537,000, which is $105,567,000 higher than the same period of the prior year. Net interest margin was 3.49% for the nine months ended June 30, 2023 compared to 3.00% for the prior year same period.

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.

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

Rate / Volume Analysis :


	Comparison of Three Months Ended 6/30/23 and 6/30/22						Comparison of Nine Months Ended 6/30/23 and 6/30/22
($ in thousands)	Volume		Rate		Total		Volume		Rate		Total
Interest income:
Loans receivable	$	20,870	$	62,184	$	83,054	$	68,283	$	163,905	$	232,188
Mortgage-backed securities	(427)		2,263		1,836		5,765		7,655		13,420
Investments (1)	(574)		21,016		20,442		(11,306)		58,517		47,211
All interest-earning assets	19,869		85,463		105,332		62,742		230,077		292,819
Interest expense:
Customer accounts	121		60,657		60,778		77		127,784		127,861
Borrowings	11,274		16,326		27,600		26,921		32,470		59,391
All interest-bearing liabilities	11,395		76,983		88,378		26,998		160,254		187,252
Change in net interest income	$	8,474	$	8,480	$	16,954	$	35,744	$	69,823	$	105,567

___________________ ___________________

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

Provision (Release) for Credit Losses - The Company recorded a $9,000,000 provision for credit losses for the three months ended June 30, 2023, compared to a $1,500,000 provision for credit losses for the three months ended June 30, 2022. The provision for the three months ended June 30, 2023 was primarily due to one charge-off, offset by reduced unfunded commitment balances combined with the changing outlook amid concerns around a looming recession and recent macro-economic events. The provision for the three months ended June 30, 2022 was primarily due to growth in loans receivable and unfunded commitments partially offset by improvements in the credit quality of certain loan portfolios related to strong real estate markets and collateral conditions. The Company recorded a $15,000,000 provision for credit losses for the nine months ended June 30, 2023, compared with a $1,500,000 provision for credit losses for the nine months ended June 30, 2022. Charge-offs, net of recoveries, totaled $10,351,000 for the three months ended June 30, 2023, compared to net recoveries of $595,000 during the three months ended June 30, 2022. Charge-offs, net of recoveries, totaled $15,739,000 for the nine months ended June 30, 2023, compared to net recoveries of $3,179,000 during the nine months ended June 30, 2022.

Other Income - The results for the three months ended June 30, 2023 include total other income of $13,771,000 compared to $17,550,000 for the same period one year ago, a $3,779,000 decrease. Loan fee income decreased by $618,000 when compared to the same quarter in the prior year due to reduced loan production. Additionally, a one-time loss of $926,000 was recorded on our client rate swap program due to the LIBOR Rate transition completed in the current quarter. Other income decreased $2,300,000 due to a $2,700,000 unrealized gain on certain equity investments which were recorded the quarter ended June 30, 2022. Other income was $37,867,000 for the nine months ended June 30, 2023, compared with $51,890,000 for the nine months ended June 30, 2022 for the same reasons described for the quarter. Loan fee income decreased $2,860,000 due to reduced loan production, the effect of the LIBOR transaction was $900,000 and Other income decreased by $10,045,000 due to a prior year gain on the equity investments previously described which was not repeated in the nine months ended June 30, 2023.

Other Expense - Total other expense was $94,699,000 for the three months ended June 30, 2023, an increase of $7,296,000 from $87,403,000 for the prior year quarter. Compensation and benefits costs increased by $2,383,000, or 5.0%, over the prior year quarter due to annual merit increases and investments in strategic initiatives combined with reduced cost capitalization as loan originations have decreased. FDIC premiums increased by $3,250,000 compared to the same period last year. Also, the Company realized merger related expenses of $500,000 in the three months ended June 30, 2023 as a result of our pending merger with Luther Burbank Corporation. Other expense was $283,858,000 for the nine months ended June 30, 2023, compared with $265,433,000 for the nine months ended June 30, 2022 and the increase was primarily due to the same reasons noted above: compensation and benefits increasing by $8,357,000 and FDIC premiums increasing by $5,725,000, combined with merger related expenses of $1,700,000.

Gain (Loss) on Real Estate Owned - Results for the three months ended June 30, 2023 include a net gain on REO of $722,000, compared to a net gain of $448,000 for the prior year quarter. Results for the nine months ended June 30, 2023 include a net gain on real estate owned of $411,000, compared to a net gain of $1,139,000 for the prior year same period. The gains for each respective period in 2023 are due to property sales offset by normal REO maintenance.

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Income Tax Expense - Income tax expense totaled $17,719,000 for the three months ended June 30, 2023, compared to $17,546,000 for the prior year quarter. Income tax expense totaled $58,739,000 for the nine months ended June 30, 2023, compared to $44,131,000 for the prior year same period. The effective tax rate was 22.09% and 21.31% for the nine months ended June 30, 2023 and June 30, 2022, respectively. The Company’s effective tax rate varies from the statutory rate due to state taxes, tax-exempt income, tax-credit investments and miscellaneous non-deductible expenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Management believes that there have been no material changes in the Company’s quantitative and qualitative information about market risk since September 30, 2022. For a complete discussion of the Company’s quantitative and qualitative market risk, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2022 Form 10-K.

Item 4. Controls and Procedures

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

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

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

PART II – Other Information

Item 1. Legal Proceedings

From time to time, the Company and its subsidiaries are engaged in legal proceedings in the ordinary course of business, none of which are considered to have a material impact on the Company’s consolidated financial statements.

Item 1A. Risk Factors

In addition to the risk factors discussed below and the other information set forth in this report, you should carefully consider the factors discussed under "Part I--Item 1A--Risk Factors" in the Company's Form 10-K for the year ended September 30, 2022. These factors could materially and adversely affect the Company's business, financial condition, liquidity, results of operations and capital position, and could cause its actual results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this report. The disclosure below relating to potential risks arising in connection with the Company's pending merger with Luther Burbank Corporation contains material changes and/or additions to the Company's earlier disclosures.

The Company’s pending merger with Luther Burbank Corporation may expose the Company to certain risks.

On November 13, 2022, the Company announced that it had entered into a definitive merger agreement pursuant to which it intends to acquire Luther Burbank Corporation (“Luther Burbank”) and its wholly-owned subsidiary, Luther Burbank Savings, in an all-stock transaction valued at approximately $654 million based upon the closing price of the Company’s Common Stock on November 11, 2022. On May 4, 2023, the Company's shareholders approved the issuance of shares of Company common stock to the shareholders of Luther Burbank in connection with the merger, and the Luther Burbank shareholders approved the proposed merger agreement and merger with the Company, and a proposal to approve on a non-binding basis the compensation that certain named executives of Luther Burbank may receive that is based on or otherwise relates to the merger. The merger remains subject to regulatory approval and other customary closing conditions, and as such it is possible the transaction may not be consummated as planned or at all, and may expose the Company to certain risks, prior to or after completion, including but not limited to:

• The Company and Luther Burbank will be subject to business uncertainties and contractual restrictions on their respective operations while the merger is pending.

• The announcement and pendency of the merger could cause disruptions in the businesses of the Company and Luther Burbank, which could have an adverse effect on their respective business and financial results, and consequently on the combined company if the merger is consummated.

• Litigation from shareholders of either Luther Burbank or the Company could attempt to prevent or delay the consummation of the merger and result in additional unanticipated costs.

• Regulatory approvals may not be received, may take longer than expected, or may impose conditions not presently anticipated or that could have an adverse effect on the combined company following the merger.

• A February 3, 2023 comment letter to the FDIC from the California Reinvestment Coalition (the "CRC letter"), co-signed by other community groups and organizations, requests that the FDIC extend the comment period and hold public hearings on the bank merger application, and urged the FDIC to deny the bank merger application.

• Termination of the merger agreement or failure to complete the merger for whatever reason could adversely impact the Company.

• The value of the merger consideration to be issued by the Company is uncertain because the market price of the Company’s Common Stock will fluctuate.

• The market price of the Company’s stock after the merger may be affected by factors different from those that currently affect the shares of the Company.

• Changes in the operations and prospects of the Company or Luther Burbank, general market and economic conditions and other factors that may be beyond the control of the Company and Luther Burbank may alter the value of Washington Federal or Luther Burbank or the market price for shares of Company common stock or Luther Burbank common stock by the time the merger is completed.

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

• Existing holders of Company Common Stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management if the merger is consummated.

• Combining Luther Burbank with the Company may prove more difficult, costly or time consuming than expected, and the anticipated benefits and cost savings of the merger may not be realized.

• The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed, which may cause the price of the Company’s common stock to decline.

• The growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected.

• Operating costs, customer losses and business disruption following the merger, including adverse effects of relationships with employees, may be greater than expected.

• The interest rate environment may change, causing margins to compress and adversely affecting net interest income.

• The fair value of the Luther Burbank assets to be acquired in the merger are sensitive to the interest rate environment and may fluctuate as a result of changes in interest rates, which could reduce or eliminate the anticipated benefits of the merger for the Company or result in realized losses or require write-downs that could have a material effect on the Company's earnings or financial condition.

• The combined company may be unable to retain Company and/or Luther Burbank personnel.

• The Company may incur substantial costs associated with the merger and the integration of Luther Burbank.

• Issuance of shares of Company common stock in connection with the merger may adversely affect the market price of Company common stock.

Recent negative developments affecting the banking industry, and resulting media coverage, have eroded customer confidence in the banking system.

The recent high-profile bank failures have generated significant market volatility among publicly traded bank holding companies and, in particular, regional banks like the Company. These market developments have negatively impacted customer confidence in the safety and soundness of regional banks. While the Department of the Treasury, the Federal Reserve, and the FDIC have made statements ensuring that depositors of these recently failed banks would have access to their deposits, including uninsured deposit accounts, there is no guarantee that such actions will be successful in restoring customer confidence in regional banks and the banking system more broadly. If other banks and financial institutions enter receivership or become insolvent in the future due to financial conditions affecting the banking system and financial markets, it could cause further disruption to the financial services industry and customers may choose to maintain deposits with larger financial institutions or invest in higher yielding short-term fixed income securities, all of which could materially adversely impact the Company’s liquidity, loan funding capacity, net interest margin, capital and results of operations.

Reflecting concerns about liquidity and the uncertain economic environment, many lenders have reduced funding to borrowers. This tightening of credit has also contributed to a lack of consumer confidence and increased market volatility.

A worsening of any of the foregoing conditions would likely exacerbate the adverse effects of these challenging market conditions on us and others in the banking industry. In particular, we may face the following risks in connection with any such events:

• We expect to face increased regulation of our industry, and compliance with such regulation may increase our costs and limit our ability to pursue business opportunities.

• We may be required to pay significantly higher Federal Deposit Insurance Corporation premiums in the future if losses further deplete the FDIC deposit insurance fund.

• There may be downward pressure on our stock price.

• We may face increased competition for deposits due to the volatility within the financial services industry and a lack of consumer confidence in regional banks.

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

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to purchases made by or on behalf of the Company of the Company’s common stock during the three months ended June 30, 2023.


	Period	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan (1)	Maximum Number of Shares That May Yet Be Purchased Under the Plan at the End of the Period
April 1, 2023 to April 30, 2023	211	$	29.78	211	3,676,049
May 1, 2023 to May 31, 2023	1,116,217	25.62		1,116,217	2,559,832
June 1, 2023 to June 30, 2023	221	29.45		221	2,559,611
Total	1,116,649	$	25.62	1,116,649	2,559,611

___________________

(1) The Company's stock repurchase program was publicly announced by its Board of Directors on February 3, 1995 and has no expiration date. Under this ongoing program, a total of 76,956,264 shares were authorized for repurchase. This includes the 10,000,000 additional shares authorized by the Board of Directors on January 26, 2021.

The Company’s ability to pay dividends is subject to bank regulatory requirements, including (but not limited to) the capital adequacy regulations and policies established by the Board of Governors of the Federal Reserve System. The Company’s 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 common shareholders. The Company’s 4.875% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred”), ranks senior to the Company’s common stock with respect to payment of dividends, and dividends (if declared) accrue and are payable on the Series A Preferred a rate of 4.875% per annum, payable quarterly, in arrears. While the Series A Preferred is outstanding, unless the full dividend for the preceding quarterly period is paid in full, or declared and a sum set aside, no dividend may be declared or paid on the Company’s common stock.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

During the period covered by this Quarterly Report on 10-Q, no director or executive officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

(a)

Exhibits

31.1 *

Section 302 Certification by the Chief Executive Officer

31.2 *

Section 302 Certification by the Chief Financial Officer

32 *

Section 906 Certification by the Chief Executive Officer and Chief Financial Officer

101 *

Financial Statements from the Company’s Form 10-Q for the three and nine months ended June 30, 2023 formatted in iXBRL

104 *

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			WASHINGTON FEDERAL, INC.
			(Registrant)

August 4, 2023			/ S / BRENT J. BEARDALL
			BRENT J. BEARDALL President & Chief Executive Officer

August 4, 2023			/ S / KELLI J. HOLZ
			KELLI J. HOLZ Executive Vice President and Chief Financial Officer

August 4, 2023			/ S / BLAYNE A. SANDEN
			BLAYNE A. SANDEN Senior Vice President and Principal Accounting Officer

TABLE OF CONTENTS

Part I Financial Information Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

31.1* Section 302 Certification by the Chief Executive Officer 31.2* Section 302 Certification by the Chief Financial Officer 32* Section 906 Certification by the Chief Executive Officer and Chief Financial Officer

WAFD 10-Q Quarter ended June 30, 2023

Exhibits