UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

Commission File Number 1-14667


WASHINGTON MUTUAL, INC.

(Exact name of registrant as specified in its charter)

Washington
(State or other jurisdiction of
incorporation or organization)

91-1653725
(I.R.S. Employer
Identification Number)

1201 Third Avenue, Seattle, Washington
(Address of principal executive offices)

98101
(Zip Code)

 

(206) 461-2000

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) , and (2) has been subject to such filing requirements for the past 90 days. Yes  x     No  o .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer  x     Accelerated filer  o    Non-accelerated filer  o .

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

The number of shares outstanding of the issuer’s classes of common stock as of April 28, 2006:

Common Stock – 960,750,311 (1)

(1)   Includes 6,000,000 shares held in escrow.

 




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2006
TABLE OF CONTENTS

 

Page

 

PART I – Financial Information

 

 

1

 

 

Item 1.

Financial Statements

 

 

1

 

 

Consolidated Statements of Income –
Three Months Ended March 31, 2006 and 2005

 

 

1

 

 

Consolidated Statements of Financial Condition –
March 31, 2006 and December 31, 2005

 

 

2

 

 

Consolidated Statements of Stockholders’ Equity and Comprehensive Income –
Three Months Ended March 31, 2006 and 2005

 

 

3

 

 

Consolidated Statements of Cash Flows –
Three Months Ended March 31, 2006 and 2005

 

 

4

 

 

Notes to Consolidated Financial Statements

 

 

6

 

 

Item 2.

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

 

 

26

 

 

Cautionary Statements

 

 

26

 

 

Controls and Procedures

 

 

27

 

 

Overview

 

 

27

 

 

Critical Accounting Estimates

 

 

29

 

 

Recently Issued Accounting Standards

 

 

30

 

 

Summary Financial Data

 

 

31

 

 

Earnings Performance

 

 

32

 

 

Review of Financial Condition

 

 

40

 

 

Operating Segments

 

 

43

 

 

Off-Balance Sheet Activities

 

 

47

 

 

Capital Adequacy

 

 

48

 

 

Risk Management

 

 

49

 

 

Credit Risk Management

 

 

49

 

 

Liquidity Risk Management

 

 

52

 

 

Market Risk Management

 

 

54

 

 

Operational Risk Management

 

 

57

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

54

 

 

Item 4.

Controls and Procedures

 

 

27

 

 

PART II – Other Information

 

 

58

 

 

Item 1.

Legal Proceedings

 

 

58

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

59

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

59

 

 

Item 6.

Exhibits

 

 

59

 

 

 

i




PART I – FINANCIAL INFORMATION
WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

 

 

(in millions, except
per share amounts)

 

Interest Income

 

 

 

 

 

Loans held for sale

 

$

466

 

$

472

 

Loans held in portfolio

 

3,576

 

2,615

 

Available-for-sale securities

 

322

 

224

 

Trading assets

 

198

 

79

 

Other interest and dividend income

 

95

 

43

 

Total interest income

 

4,657

 

3,433

 

Interest Expense

 

 

 

 

 

Deposits

 

1,221

 

696

 

Borrowings

 

1,319

 

774

 

Total interest expense

 

2,540

 

1,470

 

Net interest income

 

2,117

 

1,963

 

Provision for loan and lease losses

 

82

 

16

 

Net interest income after provision for loan and lease losses

 

2,035

 

1,947

 

Noninterest Income

 

 

 

 

 

Revenue from sales and servicing of home mortgage loans

 

263

 

775

 

Revenue from sales and servicing of consumer loans

 

431

 

1

 

Depositor and other retail banking fees

 

578

 

490

 

Credit card fees

 

138

 

 

Securities fees and commissions

 

119

 

110

 

Insurance income

 

33

 

46

 

Trading assets loss

 

(68

)

(98

)

Loss from sales of other available-for-sale securities

 

(7

)

(122

)

Other income

 

238

 

133

 

Total noninterest income

 

1,725

 

1,335

 

Noninterest Expense

 

 

 

 

 

Compensation and benefits

 

1,044

 

876

 

Occupancy and equipment

 

392

 

402

 

Telecommunications and outsourced information services

 

135

 

104

 

Depositor and other retail banking losses

 

56

 

55

 

Advertising and promotion

 

96

 

55

 

Professional fees

 

36

 

34

 

Other expense

 

452

 

313

 

Total noninterest expense

 

2,211

 

1,839

 

Income before income taxes

 

1,549

 

1,443

 

Income taxes

 

564

 

541

 

Net Income

 

$

985

 

$

902

 

Earnings per common share:

 

 

 

 

 

Basic

 

$

1.01

 

$

1.04

 

Diluted

 

0.98

 

1.01

 

Dividends declared per common share

 

0.50

 

0.46

 

Basic weighted average number of common shares outstanding (in thousands)

 

973,614

 

864,933

 

Diluted weighted average number of common shares outstanding (in thousands)

 

1,003,460

 

888,789

 

 

See Notes to Consolidated Financial Statements.

1




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)

 

 

March 31,
2006

 

December 31,
2005

 

 

 

(dollars in millions)

 

Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,868

 

 

$

6,214

 

 

Federal funds sold and securities purchased under agreements to resell

 

3,995

 

 

2,137

 

 

Trading assets (including securities pledged of $1,535 and $3,281)

 

9,958

 

 

10,999

 

 

Available-for-sale securities, total amortized cost of $27,424 and $24,810:

 

 

 

 

 

 

 

Mortgage-backed securities (including securities pledged of $2,438 and $3,950)

 

21,388

 

 

20,648

 

 

Investment securities (including securities pledged of $4,113 and $2,773)

 

5,586

 

 

4,011

 

 

Total available-for-sale securities

 

26,974

 

 

24,659

 

 

Loans held for sale

 

25,020

 

 

33,582

 

 

Loans held in portfolio

 

240,004

 

 

229,632

 

 

Allowance for loan and lease losses

 

(1,642

)

 

(1,695

)

 

Total loans held in portfolio, net of allowance for loan and lease losses

 

238,362

 

 

227,937

 

 

Investment in Federal Home Loan Banks

 

4,200

 

 

4,257

 

 

Mortgage servicing rights

 

8,736

 

 

8,041

 

 

Goodwill

 

8,298

 

 

8,298

 

 

Other assets

 

17,256

 

 

17,715

 

 

Total assets

 

$

348,667

 

 

$

343,839

 

 

Liabilities

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

$

36,531

 

 

$

34,014

 

 

Interest-bearing deposits

 

163,471

 

 

159,153

 

 

Total deposits

 

200,002

 

 

193,167

 

 

Federal funds purchased and commercial paper

 

6,841

 

 

7,081

 

 

Securities sold under agreements to repurchase

 

15,471

 

 

15,532

 

 

Advances from Federal Home Loan Banks

 

65,283

 

 

68,771

 

 

Other borrowings

 

24,872

 

 

23,777

 

 

Other liabilities

 

8,069

 

 

7,880

 

 

Minority interests

 

1,973

 

 

15

 

 

Total liabilities

 

322,511

 

 

316,223

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

Common stock, no par value: 1,600,000,000 shares authorized, 958,819,141 and 993,913,800 shares issued and outstanding

 

 

 

 

 

Capital surplus – common stock

 

6,414

 

 

8,176

 

 

Accumulated other comprehensive loss

 

(448

)

 

(235

)

 

Retained earnings

 

20,190

 

 

19,675

 

 

Total stockholders’ equity

 

26,156

 

 

27,616

 

 

Total liabilities and stockholders’ equity

 

$

348,667

 

 

$

343,839

 

 

 

See Notes to Consolidated Financial Statements.

2




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
(UNAUDITED)

 

 

Number
of
Shares

 

Capital
Surplus –
 Common
Stock

 

Accumulated
Other
Comprehensive
Income (Loss)

 

Retained
Earnings

 

Total

 

 

 

(in millions)

 

BALANCE, December 31, 2004

 

 

874.3

 

 

 

$

3,350

 

 

 

$

(76

)

 

$

17,952

 

$

21,226

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

902

 

902

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized loss from securities arising during the period, net of reclassification adjustments

 

 

 

 

 

 

 

 

(25

)

 

 

(25

)

Net unrealized gain from cash flow hedging instruments

 

 

 

 

 

 

 

 

17

 

 

 

17

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

894

 

Cash dividends declared on common stock

 

 

 

 

 

 

 

 

 

 

(402

)

(402

)

Common stock repurchased and retired

 

 

(2.6

)

 

 

(100

)

 

 

 

 

 

(100

)

Common stock issued

 

 

5.6

 

 

 

149

 

 

 

 

 

 

149

 

BALANCE, March 31, 2005

 

 

877.3

 

 

 

$

3,399

 

 

 

$

(84

)

 

$

18,452

 

$

21,767

 

BALANCE, December 31, 2005

 

 

993.9

 

 

 

$

8,176

 

 

 

$

(235

)

 

$

19,675

 

$

27,616

 

Cumulative effect from the adoption of Statement No. 156, net of income taxes (1)

 

 

 

 

 

 

 

 

6

 

 

29

 

35

 

Adjusted balance

 

 

993.9

 

 

 

8,176

 

 

 

(229

)

 

19,704

 

27,651

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

985

 

985

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized loss from securities arising during the period, net of reclassification adjustments

 

 

 

 

 

 

 

 

(208

)

 

 

(208

)

Net unrealized loss from cash flow hedging instruments

 

 

 

 

 

 

 

 

(10

)

 

 

(10

)

Minimum pension liability adjustments

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

766

 

Cash dividends declared on common stock

 

 

 

 

 

 

 

 

 

 

(499

)

(499

)

Common stock repurchased and retired

 

 

(47.0

)

 

 

(2,108

)

 

 

 

 

 

(2,108

)

Common stock issued

 

 

11.9

 

 

 

346

 

 

 

 

 

 

346

 

BALANCE, March 31, 2006

 

 

958.8

 

 

 

$

6,414

 

 

 

$

(448

)

 

$

20,190

 

$

26,156

 


(1)            Refer to Note 3 – “Mortgage Banking Activities.”

See Notes to Consolidated Financial Statements.

3




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

 

 

(in millions)

 

Cash Flows from Operating Activities

 

 

 

 

 

Net income

 

$

985

 

$

902

 

Adjustments to reconcile income to net cash provided (used) by operating activities:

 

 

 

 

 

Provision for loan and lease losses

 

82

 

16

 

Gain from mortgage loans

 

(151

)

(178

)

Loss from sales of available-for-sale securities

 

1

 

119

 

Depreciation and amortization

 

196

 

688

 

Provision for mortgage servicing rights reversal

 

 

(427

)

Stock dividends from Federal Home Loan Banks

 

(42

)

(5

)

Capitalized interest income from option adjustable-rate mortgages

 

(203

)

(25

)

Origination and purchases of loans held for sale, net of principal payments

 

(29,060

)

(39,278

)

Proceeds from sales of loans held for sale

 

34,681

 

35,033

 

Excess tax benefits from stock-based payment arrangement

 

(7

)

 

Net decrease (increase) in trading assets

 

2,084

 

(344

)

Decrease (increase) in other assets

 

271

 

(537

)

(Decrease) increase in other liabilities

 

(95

)

1,001

 

Net cash provided (used) by operating activities

 

8,742

 

(3,035

)

Cash Flows from Investing Activities

 

 

 

 

 

Purchases of available-for-sale securities

 

(7,034

)

(5,964

)

Proceeds from sales and maturities of mortgage-backed securities

 

3,344

 

2,447

 

Proceeds from sales and maturities of other available-for-sale securities

 

120

 

874

 

Principal payments on available-for-sale securities

 

778

 

749

 

Redemption of Federal Home Loan Bank stock

 

96

 

91

 

Origination and purchases of loans held in portfolio

 

(26,138

)

(21,653

)

Principal payments on loans held in portfolio

 

17,336

 

19,013

 

Proceeds from sales of loans held in portfolio

 

308

 

138

 

Proceeds from sales of foreclosed assets

 

109

 

102

 

Net increase in federal funds sold and securities purchased under agreements to resell

 

(1,858

)

(1,070

)

Purchases of premises and equipment, net

 

(141

)

(59

)

Net cash used by investing activities

 

(13,080

)

(5,332

)

 

(The Consolidated Statements of Cash Flows are continued on the next page.)

See Notes to Consolidated Financial Statements.

4




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(UNAUDITED)

(Continued from the previous page.)

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

 

 

(in millions)

 

Cash Flows from Financing Activities

 

 

 

 

 

Increase in deposits

 

$

6,835

 

$

9,973

 

Increase in short-term borrowings

 

1,741

 

1,386

 

Proceeds from long-term borrowings

 

6,335

 

1,294

 

Repayments of long-term borrowings

 

(6,926

)

(216

)

Proceeds from advances from Federal Home Loan Banks

 

6,357

 

23,404

 

Repayments of advances from Federal Home Loan Banks

 

(9,844

)

(26,745

)

Proceeds from issuance of preferred securities

 

1,959

 

 

Excess tax benefits from stock-based payment arrangement

 

7

 

 

Cash dividends paid on common stock

 

(499

)

(402

)

Repurchase of common stock

 

(2,108

)

(100

)

Other

 

135

 

129

 

Net cash provided by financing activities

 

3,992

 

8,723

 

(Decrease) increase in cash and cash equivalents

 

(346

)

356

 

Cash and cash equivalents, beginning of period

 

6,214

 

4,455

 

Cash and cash equivalents, end of period

 

$

5,868

 

$

4,811

 

Noncash Activities

 

 

 

 

 

Loans exchanged for mortgage-backed securities

 

$

437

 

$

668

 

Real estate acquired through foreclosure

 

143

 

106

 

Loans transferred from held for sale to held in portfolio, net

 

2,006

 

4,659

 

Mortgage-backed securities transferred from available-for-sale to trading (1)

 

858

 

 

Cash Paid During the Year For

 

 

 

 

 

Interest on deposits

 

$

1,142

 

$

616

 

Interest on borrowings

 

1,304

 

731

 

Income taxes

 

71

 

244

 


(1)     Refer to Note 3 – “Mortgage Banking Activities’’

See Notes to Consolidated Financial Statements.

5




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:  Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements are unaudited and include the accounts of Washington Mutual, Inc. and its subsidiaries (“Washington Mutual” or the “Company”). The Company’s financial reporting and accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). Certain amounts in prior periods have been reclassified to conform to the current period’s presentation. In particular, prepayment fees were reclassified from noninterest income to interest income in conjunction with changes made to regulatory financial reporting standards by the Office of Thrift Supervision. The amount reclassified to interest income totaled $73 million for the three months ended March 31, 2005. Prepayment fees totaled $65 million for the three months ended March 31, 2006. All intercompany transactions and balances have been eliminated. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for the full year. The interim financial information should be read in conjunction with Washington Mutual, Inc.’s 2005 Annual Report on Form 10-K.

Recently Issued Accounting Standards

In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“Statement”) No. 155, Accounting for Certain Hybrid Financial Instruments . This Statement amends Statements No. 133, Accounting for Derivative Instruments and Hedging Activities and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities to simplify and achieve more consistency in the accounting for certain financial instruments. This Statement permits fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided the entire instrument is accounted for on a fair value basis and establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. This Statement also allows a qualifying special purpose entity to hold a derivative financial instrument that pertains to a beneficial interest. Statement No. 155 is effective for all of the Company’s financial instruments acquired or issued after December 31, 2006. The Company is currently evaluating the impact this guidance will have on the Consolidated Statements of Income and the Consolidated Statements of Financial Condition.

6




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Note 2:  Earnings Per Share

Information used to calculate earnings per share was as follows:

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

 

 

(in thousands)

 

Weighted average shares:

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

973,614

 

864,933

 

Dilutive effect of potential common shares from:

 

 

 

 

 

Awards granted under equity incentive programs

 

16,743

 

14,270

 

Common stock warrants

 

10,437

 

9,586

 

Convertible debt (1)

 

2,666

 

 

Diluted weighted average number of common shares outstanding

 

1,003,460

 

888,789

 


(1)            Acquired on October 1, 2005 through the merger with Providian Financial Corporation.

For the three months ended March 31, 2006 and 2005, options to purchase approximately 18.7 million and 9.0 million shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect.

Additionally, as part of the 1996 business combination with Keystone Holdings, Inc. (the parent of American Savings Bank, F.A.), 6 million shares of common stock, with an assigned value of $18.4944 per share, are being held in escrow for the benefit of certain of the former investors in Keystone Holdings and their transferees. During 2003, the number of escrow shares was reduced from 18 million to 6 million as a result of the return and cancellation of 12 million shares to the Company. The escrow will expire on December 20, 2008, subject to certain limited extensions. The conditions under which these shares can be released from escrow are related to the outcome of certain litigation and not based on future earnings or market prices. At March 31, 2006, the conditions for releasing the shares from escrow had not occurred, and therefore, none of the shares in the escrow were included in the above computations.

Note 3:  Mortgage Banking Activities

In March 2006, the FASB issued Statement No. 156, Accounting for Servicing of Financial Assets, which amends Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. For each class of separately recognized servicing asset, this Statement permits an entity to choose either to amortize such assets in proportion to and over the period of estimated net servicing income and perform an impairment assessment at each reporting date, or to report servicing assets at fair value at each reporting date and record changes in fair value in earnings in the period in which the changes occur. At its initial adoption, the Statement permits a one-time reclassification of available-for-sale securities to trading securities, provided that the securities are identified as offsetting the entity’s exposure to changes in fair value of servicing assets that are reported at fair value. As permitted by the early adoption provisions of this accounting standard, the Company applied Statement No. 156 to its financial statements on January 1, 2006 and elected to measure all classes of mortgage servicing assets at fair value. The Company also elected to transfer its January 1, 2006 portfolio of available-for-sale mortgage servicing rights (“MSR”) risk management securities to trading. The effects of these changes were recorded as cumulative effects of changes in accounting principle adjustments to retained earnings as of January 1, 2006 and were comprised of a $35 million adjustment, net of taxes, from the MSR fair value election and a $(6) million adjustment, net of taxes, from the transfer of available-for-sale securities, designated as MSR risk management instruments, to the trading portfolio. Upon electing the fair value method of accounting for its mortgage servicing assets, the Company discontinued the application of fair value hedge

7




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

accounting. Accordingly, beginning in 2006, all derivatives held for MSR risk management are treated as economic hedges, with valuation changes recorded as revaluation gain (loss) from derivatives economically hedging MSR. Additionally, upon the change from the lower of cost or fair value accounting method to fair value accounting under Statement No. 156, the calculation of amortization and the assessment of impairment were discontinued and the MSR valuation allowance was written off against the recorded value of the MSR. Those measurements have been replaced by fair value adjustments that encompass market-driven valuation changes and the runoff in value that occurs from the passage of time, which are each separately reported.

Revenue from sales and servicing of home mortgage loans consisted of the following:

 

 

Three Months Ended
March 31,

 

 

 

   2006   

 

   2005   

 

 

 

(in millions)

 

Revenue from sales and servicing of home mortgage loans:

 

 

 

 

 

Sales activity:

 

 

 

 

 

Gain from home mortgage loans and originated mortgage-backed securities

 

$

157

 

$

181

 

Revaluation gain from derivatives economically hedging loans to be sold (1)

 

52

 

80

 

Gain from home mortgage loans and originated mortgage-backed securities, net of hedging and risk management instruments

 

209

 

261

 

Servicing activity:

 

 

 

 

 

Home mortgage loan servicing revenue, net (2)

 

572

 

510

 

Change in MSR fair value due to valuation inputs or assumptions

 

413

 

 

Change in MSR fair value due to payments on loans and other

 

(409

)

 

MSR valuation adjustments (3)

 

 

539

 

Amortization of MSR

 

 

(570

)

Revaluation gain (loss) from derivatives economically hedging MSR

 

(522

)

35

 

Home mortgage loan servicing revenue, net of MSR valuation changes and derivative risk management instruments

 

54

 

514

 

Total revenue from sales and servicing of home mortgage loans

 

$

263

 

$

775

 


(1)            Represents derivatives used as economic hedges of loans held for sale and commitments to originate or purchase home loans to be sold.

(2)            Includes late charges and loan pool expenses (the shortfall of the scheduled interest required to be remitted to investors compared to what is collected from the borrowers upon payoff).

(3)            Net of fair value hedge ineffectiveness as well as any impairment/reversal recognized on MSR that resulted from the application of the lower of cost or fair value accounting methodology in 2005.

Changes in the portfolio of loans serviced for others were as follows:

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

 

 

(in millions)

 

Balance, beginning of period

 

$

563,208

 

$

540,392

 

Home loans:

 

 

 

 

 

Additions

 

35,026

 

34,533

 

Loan payments and other

 

(29,063

)

(32,861

)

Net change in commercial real estate loans serviced for others

 

330

 

733

 

Balance, end of period

 

$

569,501

 

$

542,797

 

8




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Changes in the balance of MSR were as follows:

 

 

Three Months Ended
March 31,

 

 

 

    2006    

 

    2005    

 

 

 

(in millions)

 

Balance, beginning of period

 

$

8,041

 

$

5,906

 

Home loans:

 

 

 

 

 

Additions

 

633

 

490

 

Changes in MSR fair value due to valuation inputs or assumptions

 

413

 

 

Payments on loans and other

 

(409

)

 

Fair value basis adjustment (1)

 

57

 

 

Amortization

 

 

(570

)

Impairment reversal

 

 

427

 

Statement No. 133 MSR accounting valuation adjustments

 

 

545

 

Net change in commercial real estate MSR

 

1

 

4

 

Balance, end of period

 

$

8,736

 

$

6,802

(2)


(1)            Pursuant to the adoption of Statement No. 156 on January 1, 2006, the $57 million difference between the net carrying value and fair value was recorded as an increase to the basis of the Company’s MSR.

(2)            At March 31, 2005, aggregate MSR fair value was $6.81 billion.

Changes in the valuation allowance for MSR were as follows:

 

 

Three Months Ended
March 31,

 

 

 

   2006   

 

    2005    

 

 

 

(in millions)

 

Balance, beginning of period

 

$

914

 

$

1,981

 

Impairment reversal

 

 

(427

)

Other-than-temporary impairment

 

 

(34

)

Other

 

(914

) (1)

(7

)

Balance, end of period

 

$

 

$

1,513

 


(1)            Pursuant to the adoption of Statement No. 156, the valuation allowance was written off against the recorded value of the MSR.

Note 4:  Guarantees

In the ordinary course of business, the Company sells loans to third parties but retains credit risk exposure on those loans. When loans are sold with retained credit risk provisions attached to the sale, the Company commits to stand ready to perform, if the loan defaults, by making payments to remedy the default or repurchasing the loan. The Company also sells loans without retained credit risk that it may be required to repurchase for violation of a representation or warranty made in connection with the sale of the loan that has a material adverse effect on the value of the loan, or if the Company agreed to repurchase the loan in the event of a first payment or early payment default. When a loan sold to an investor without retained credit risk fails to perform according to its contractual terms, the investor will typically review the loan file to search for errors that may have been made in the process of originating the loan. If errors are discovered and it is determined that such errors constitute a violation of a representation or warranty made to the investor in connection with the loan’s sale, then the Company will be required to either repurchase the loan or indemnify the investor for losses sustained if the violation had a material adverse effect on the value of the loan. As of March 31, 2006 and December 31, 2005, the amount of loans sold without retained credit risk totaled $561.09 billion and $555.51 billion, which substantially represents the unpaid principal balance of the Company’s loans serviced for others portfolio. The Company has

9




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

recorded loss contingency reserves of $132 million as of March 31, 2006 and $130 million as of December 31, 2005 to cover the estimated loss exposure related to loan origination process errors that are inherent within this portfolio.

In 2004 and 2005, the Company’s Long Beach Mortgage Company subsidiary engaged in whole loan sale transactions of originated subprime loans in which it agreed to repurchase from the investor each “early payment default” loan at a price equal to the loan’s face value plus the amount of any premium paid by the investor. An early payment default occurs when the borrower fails to make the first post-sale payment due on the loan by a contractually specified date. Usually when such an event occurs, the fair value of the loan at the time of its repurchase is lower than the face value. In the fourth quarter of 2005, the Company experienced increased incidents of repurchases of early payment default loans sold by Long Beach Mortgage Company. The Company has recorded loss contingency reserves of $7 million as of March 31, 2006 and $40 million as of December 31, 2005 to cover estimated loss exposure related to such loan sales.

Note 5:  Stock-Based Compensation

Effective January 1, 2003 and in accordance with the transitional guidance of Statement No. 148, Accounting for Stock-Based Compensation Transition and Disclosure , the Company elected to prospectively apply the fair value method of accounting for stock-based awards granted subsequent to December 31, 2002. Effective January 1, 2006, the Company adopted Statement No. 123R, Share-Based Payment , using the modified prospective application transition method. As the Company had already adopted Statement No. 148 and substantially all stock-based awards granted prior to its adoption are fully vested at December 31, 2005, Statement No. 123R did not have a significant effect on the Consolidated Statements of Income or the Consolidated Statements of Financial Condition. Prior to the Company’s adoption of Statement No. 123R, benefits of tax deductions in excess of recognized compensation costs were reported as operating cash flows in the Consolidated Statements of Cash Flows. Statement No. 123R requires excess tax benefits to be reported as a financing cash inflow rather than as a reduction of taxes paid.

Statement No. 123R requires an entity that previously had a policy of recognizing the effect of forfeitures as they occurred to estimate the number of outstanding instruments for which the requisite service is not expected to be rendered. The effect of this change in accounting principle amounted to $25 million and has been reflected as a decrease to compensation and benefits expense.

Net income for the three months ended March 31, 2006 and 2005 includes $57 million and $36 million of compensation costs and $22 million and $14 million of income tax benefits related to the Company’s stock-based compensation arrangements. As the Company elected to use the modified prospective application method, results for the three months ended March 31, 2005 do not reflect any restated amounts.

Washington Mutual maintains an equity incentive plan and an employee stock purchase plan. The following information is a description of the Company’s stock-based compensation plans:

2003 Equity Incentive Plan

In February 2003, the Board of Directors adopted the 2003 Equity Incentive Plan (“2003 EIP”). On April 15, 2003, the shareholders approved the adoption of the 2003 EIP, which replaced the 1994 Stock Option Plan (“1994 Plan”) and the Company’s Equity Incentive Plan. Under the 2003 EIP, all of the Company’s employees, officers, directors and certain consultants, agents, advisors and independent contractors are eligible to receive awards. Awards which may be granted under the 2003 EIP include stock options, stock appreciation rights, restricted stock and stock units, performance shares and performance

10




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

units and other stock or cash-based awards. The 2003 EIP is generally similar to the 1994 Plan and the Equity Incentive Plan, and does not affect the terms of any option granted under the 1994 Plan or stock or shares awarded under the Equity Incentive Plan. The maximum number of shares of Washington Mutual common stock available for grant under the 2003 EIP is 44,919,426, which includes authorized shares not issued or subject to outstanding awards under the Company’s 1994 Plan or Equity Incentive Plan.

Under the 2003 EIP, the exercise price of the option must at least equal the fair market value of Washington Mutual’s common stock on the date of the grant. The options generally vest on a graded schedule over one to three years, depending on the terms of the grant, and expire ten years from the grant date.

1994 Stock Option Plan

Under the 1994 Stock Option Plan, options to purchase common stock of Washington Mutual were granted to officers, directors, consultants and advisors of the Company. Under the 1994 Plan, the exercise price of the option was equal to the fair market value of Washington Mutual’s common stock on the date of the grant. The options generally vest on a graded schedule over one to three years, depending upon the terms of the grant, and expire five to ten years from the grant date.  The 1994 Plan originally provided for the granting of options to purchase a maximum of 27,000,000 shares of common stock. During 2000, the Board of Directors amended, and the Company’s shareholders approved, an increase in the maximum number of shares of common stock available for grant to 45,000,000. The 1994 Plan was replaced on April 15, 2003 with the 2003 EIP.

WAMU Shares Stock Option Plans

From time to time, the Board of Directors approves grants of nonqualified stock options to certain groups of employees.  The grants have been made pursuant to a series of plans, collectively known as “WAMU Shares.”  The aggregate number of shares authorized by the Board of Directors for grants under the WAMU Shares Plans was 14,511,900. On October 16, 2002, the Board amended the 1999 WAMU Shares and the 2001 WAMU Shares plans to allow grants to a broader group of employees, including management, so that some of the authorized but unissued options could be granted to eligible employees as part of the annual grant in December 2003. Generally, eligible full-time and part-time employees on the award dates were granted options to purchase shares of Washington Mutual common stock. The exercise price for all grants is the fair market value of Washington Mutual’s common stock on designated dates, and all options vest one to three years after the award date and expire five to ten years from the award date.

11




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents the status, and changes, of all stock option plans at March 31, 2006 during the three months then ended:

 

 

        Number        

 

Weighted
Average
  Exercise Price  

 

Weighted Average
Remaining
  Contractual Term  
(in years)

 

Aggregate
  Intrinsic Value  
(in millions)

 

1994 Stock Option Plan:

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2005

 

 

19,590,567

 

 

$

31.40

 

5.15

 

$

237

 

Granted

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

1,953,912

 

 

30.35

 

 

 

 

 

Forfeited

 

 

899

 

 

36.53

 

 

 

 

 

Outstanding at March 31, 2006

 

 

17,635,756

 

 

31.52

 

4.92

 

196

 

Outstanding options exercisable
as of March 31, 2006

 

 

17,635,756

 

 

31.52

 

4.92

 

196

 

WAMU Shares Stock Option Plan:

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2005

 

 

4,869,410

 

 

$

36.59

 

4.22

 

$

34

 

Granted

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

987,298

 

 

35.34

 

 

 

 

 

Forfeited

 

 

144,456

 

 

34.53

 

 

 

 

 

Outstanding at March 31, 2006

 

 

3,737,656

 

 

37.00

 

4.61

 

21

 

Outstanding options exercisable
as of March 31, 2006

 

 

3,737,656

 

 

37.00

 

4.61

 

21

 

Acquired Plans:

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2005

 

 

8,217,386

 

 

$

51.98

 

4.74

 

$

104

 

Granted

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

1,086,469

 

 

19.38

 

 

 

 

 

Forfeited

 

 

78,348

 

 

85.27

 

 

 

 

 

Outstanding at March 31, 2006

 

 

7,052,569

 

 

56.36

 

4.48

 

74

 

Outstanding options exercisable
as of March 31, 2006

 

 

7,052,569

 

 

56.36

 

4.48

 

74

 

2003 Equity Incentive Plan:

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2005

 

 

17,271,539

 

 

$

40.91

 

8.38

 

$

45

 

Granted

 

 

6,909,432

 

 

43.34

 

 

 

 

 

Exercised

 

 

417,984

 

 

40.01

 

 

 

 

 

Forfeited

 

 

516,987

 

 

41.80

 

 

 

 

 

Outstanding at March 31, 2006

 

 

23,246,000

 

 

41.63

 

8.51

 

29

 

Outstanding options exercisable
as of March 31, 2006

 

 

8,549,791

 

 

40.62

 

7.46

 

17

 

 

12




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The fair value of the options granted under the Company’s stock options plans is estimated on the date of the grant using a binomial model that used the assumptions noted in the following table. Expected volatilities are based on implied volatilities from traded options on the Company’s stock, the historical volatility of the Company’s stock and other factors. Employees that have similar historical exercise behavior are grouped together for valuation purposes. The expected term of options granted is derived from historical exercise behavior combined with possible option lives based on remaining contractual terms of unexercised and outstanding options. The range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the rate available on zero-coupon government issues in effect at the time of the grant.

 

 

Three Months Ended March 31,

 

 

 

2006

 

2005

 

Weighted average grant-date fair value:

 

 

 

 

 

2003 Equity Incentive Plan

 

$

8.05

 

$

8.41

 

Dividend yield

 

4.70

 %

4.20-4.28

 %

Expected volatility

 

23.40-25.50

 

27.05-30.74

 

Risk free interest rate

 

4.22-4.63

 

3.55-4.15

 

Expected life (in years)

 

5.1-6.2 years

 

4.5-7 years

 

 

The total intrinsic value of options exercised under the plans during the three months ended March 31, 2006 and 2005 was $177 million and $32 million. As of March 31, 2006, there was $110 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.1 years.

Cash received from stock options exercised for the three months ended March 31, 2006 was $132 million. The income tax benefits from stock options exercised total $24 million for the same period.

Equity Incentive Plan

The 2003 Equity Incentive Plan (“2003 EIP”) and its predecessor plans (the Equity Incentive Plan and the Restricted Stock Plan) permits grants of restricted stock, with or without performance-based vesting restrictions, for the benefit of all employees, officers, directors, consultants and advisors of the Company. The Company measures the fair value of the 2003 EIP restricted stock awards based upon the market price of the underlying common stock as of the date of grant. The 2003 EIP restricted stock awards are amortized over their applicable vesting period (generally three years) using the straight-line method.

The following table presents the status and changes in restricted stock awards issued under all plans:

 

 

          Shares          

 

Weighted
Average Grant-
  Date Fair Value  

 

Restricted stock awards:

 

 

 

 

 

Nonvested balance at December 31, 2005

 

6,388,821

 

$

40.80

 

Granted

 

3,748,628

 

43.33

 

Vested

 

1,617,361

 

41.53

 

Forteited

 

340,346

 

40.97

 

Nonvested balance at March 31, 2006

 

8,179,742

 

41.80

 

 

13




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

As of March 31, 2006, there was $279 million of total unrecognized compensation cost related to unvested restricted stock awards. The cost is expected to be recognized over a weighted average period of 2.5 years.

During the three months ended March 31, 2006 and 2005, 2003 EIP restricted stock and awards of 3.7 million and 3.5 million were granted with a weighted average grant-date per share fair value of $43.33 and $40.44. The total fair value of EIP restricted stock and awards vested during the three months ended March 31, 2006 and 2005 was $69 million and $43 million.

The 2003 Equity Incentive Plan also allows for awards denominated in units of stock (“performance units”). These awards are paid out at the Company’s discretion in cash or shares of Washington Mutual common stock at the end of a three-year period only if the Company achieves specified performance goals compared to the performance of a peer group in the S&P Financial Index. The fair value of performance awards is estimated at grant date utilizing a Monte Carlo valuation methodology to determine the value of the market condition, which is combined with the estimated value of the performance conditions. The total value of the award will be determined at the end of the three-year performance period based on the actual results of the performance conditions and the value of the market condition determined at the grant date.

The following table presents the status and changes in performance unit awards:

 

 

        Shares        

 

Weighted
Average Grant-
  Date Fair Value  

 

Performance Unit awards:

 

 

 

 

 

Nonvested balance at December 31, 2005

 

1,086,348

 

$

40.65

 

Granted

 

544,505

 

46.21

 

Vested

 

 

 

Forteited

 

91,469

 

41.45

 

Nonvested balance at March 31, 2006

 

1,539,384

 

42.56

 

 

As of March 31, 2006, there was $34 million of total unrecognized compensation cost related to unvested performance unit awards. The cost is expected to be recognized over a weighted average period of 2.3 years.

The Long-Term Cash Incentive program (“LTCIP”) provides eligible employees the opportunity to earn cash awards aligned with the Company’s common stock performance over a three-year period. Participants are awarded a number of units and on each of the three award anniversaries, participants receive a cash payment equal to the value of one-third of the participant’s units multiplied by the average closing price of Washington Mutual’s common stock over a period preceding the award anniversary date. These awards are classified as liabilities and are valued at each reporting period, based on the closing price of the Company’s common stock.

The following table presents the status and changes in LTCIP awards:

 

 

        Shares        

 

Weighted
Average Grant
Current Fair Value

 

LTCIP awards:

 

 

 

 

 

Nonvested balance at December 31, 2005

 

1,429,180

 

$

44.18

 

Granted

 

 

 

Vested

 

483,774

 

43.07

 

Forteited

 

13,105

 

42.83

 

Nonvested balance at March 31, 2006

 

932,301

 

42.30

 

 

14




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of March 31, 2006, there was $20 million of total unrecognized compensation cost related to unvested LTCIP awards. The cost is expected to be recognized over a weighted average period of 1.6 years. Cash used to settle vested LTCIP awards was $21 million for the three months ended March 31, 2006.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan (“ESPP”) was amended effective January 1, 2004, and the Plan Administrator exercised its discretion under the Plan to change certain terms. The ESPP no longer permits lump sum contributions, excludes employees who work for less than 5 months per year, has twelve monthly offering periods, and provides for purchase of stock at a 5% discount from the price at the end of the offering period. The Company pays for the program’s administrative expenses. The plan is open to all employees who are at least 18 years old and work at least 20 hours per week. Participation is through payroll deductions with a maximum annual contribution of 10% of each employee’s eligible cash compensation. Under the ESPP, dividends may be automatically reinvested at the discretion of the participant. The Company sold 163,356 and 138,054 shares to employees during the three months periods ended March 31, 2006 and 2005. At March 31, 2006, 2.2 million shares were reserved for future issuance under this plan.

Note 6:  Operating Segments

The Company has four operating segments for the purpose of management reporting:  the Retail Banking Group, the Card Services Group, the Commercial Group and the Home Loans Group. The results of these operating segments are based on the Company’s management accounting process. Unlike financial accounting, there is no comprehensive, authoritative guidance for management accounting that is equivalent to generally accepted accounting principles. The management accounting process measures the performance of the operating segments based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. The Company’s operating segments are defined by the products and services they offer.

During the fourth quarter of 2005, the Company announced its plans to reorganize its single family residential mortgage lending operations. This reorganization combined the Company’s subprime mortgage origination business, Long Beach Mortgage Company, as well as its Mortgage Banker Finance lending operations within the Home Loans Group. This change in structure was effective as of January 1, 2006 and was retrospectively applied to the prior period operating segment financial results for comparability.

The principal activities of the Retail Banking Group include:  (1) offering a comprehensive line of deposit and other retail banking products and services to consumers and small businesses; (2) originating, managing and servicing home equity loans and lines of credit; (3) providing investment advisory and brokerage services, sales of annuities, mutual fund management and other financial services; and (4) holding the Company’s portfolio of home loans held for investment, excluding home loans originated by Long Beach Mortgage Company (which are held by the Home Loans Group).

Deposit products offered by the segment in all its stores include the Company’s signature free checking and interest-bearing Platinum checking accounts, as well as other personal checking, savings, money market deposit and time deposit accounts.

Financial consultants provide investment advisory and securities brokerage services to the public while bank employees with insurance licenses offer fixed annuities. The Company’s mutual fund management business offers investment advisory and mutual fund distribution services.

This segment’s home loan portfolio consists of home loans purchased from both the Home Loans Group and secondary market participants. The segment also purchases and re-underwrites loans to

15




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

subprime borrowers which are held in the home loan portfolio. Loans held in portfolio generate interest income, including prepayment fees, and loan-related noninterest income, such as late fees.

The principal activities of the Card Services Group include originating and servicing credit card loans and providing other cardholder services. The Card Services Group manages the Company’s credit card operations, which target customers by leveraging the Company’s retail banking distribution network and through direct mail solicitations, which serve as the Group’s primary new customer acquisition channels, augmented by online and telemarketing activities and other marketing programs including affinity programs. In addition to credit cards, this segment markets a variety of cardholder service products to its customer base. These products, which may be originated within the Company or jointly marketed with others, include debt suspension, auto- and health-related services, credit-related services, and selected insurance products.

The principal activities of the Commercial Group include:  (1) providing financing to developers and investors for the acquisition or construction of multi-family dwellings and, to a lesser extent, other commercial properties; and (2) servicing multi-family and other commercial real estate loans and either holding such loans in portfolio as part of its commercial asset management business or selling them in the secondary market.

The principal activities of the Home Loans Group include:  (1) originating and servicing home loans, including those home loans made to subprime borrowers through the Company’s subsidiary, Long Beach Mortgage Company; (2) buying and selling home loans in the secondary market; (3) providing financing and other banking services to mortgage bankers for the origination of mortgage loans; (4) holding Long Beach Mortgage Company’s home loans held for investment; and (5) selling insurance-related products and participating in reinsurance activities with other insurance companies.

Home loans are either originated in the retail and wholesale channels or are purchased from other lenders through the correspondent channel. The profitability of each channel varies over time and the Company’s emphasis on each channel varies accordingly. The segment offers a wide variety of home loans, including: fixed-rate home loans; adjustable-rate home loans or “ARMs” (where the interest rate may be adjusted as frequently as every month); hybrid home loans (where the interest rate is fixed for a predetermined time period, typically 3 to 5 years, and then converts to an ARM that reprices monthly or annually, depending on the product); government insured or guaranteed home loans; and Option ARM loans (which each month provide the borrower with the option to make a fully-amortizing, interest-only or minimum payment). Option ARM loans are not offered by Long Beach Mortgage Company.

As part of the Company’s specialty mortgage finance operations, this Group also originates home loans to subprime borrowers through the broker network maintained by Long Beach Mortgage Company. Such loans may be held in the Company’s specialty mortgage finance home loan portfolio or sold to secondary market participants.

From an enterprise-wide perspective, loans are either retained or sold. Loans which are sold generate gain or loss on sale as well as interest income from the time they are funded until the time they are sold, while loans held in portfolio generate interest income and ancillary noninterest income. The decision to retain or sell home loans, and the related decision to retain or not retain servicing when loans are sold, involve the analysis and comparison of expected interest income and the interest rate and credit risks inherent with holding loans in portfolio, with the size of the gain or loss that would be realized if the loans were sold and the expected expense of managing the risk related to any retained mortgage servicing rights. Fixed-rate home loans, which subject the Company to more interest rate risk than other types of home loans, are generally sold as part of the Company’s overall asset/liability risk management process. Such decisions are elements of the Company’s capital management process.

16




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

For management reporting purposes, home loans that are not held in portfolio by this segment are either transferred through inter-segment sales to the Retail Banking Group or are sold to secondary market participants, including the housing government-sponsored enterprises – such as Fannie Mae, Freddie Mac and the regional Federal Home Loan Banks. The premium received on inter-segment sales to the Retail Banking Group is based on prices available in the secondary market, adjusted for hedging costs.

The Home Loans Group may retain the right to service home loans, whether held for sale, sold to secondary market participants or held in portfolio. Mortgage servicing involves the administration and collection of home loan payments. In servicing home loans, the Company collects and remits loan payments, responds to borrower inquiries, applies the collected principal and interest to the individual loans, collects, holds and disburses escrow funds for payment of property taxes and insurance premiums, counsels delinquent customers, supervises foreclosures and property dispositions and generally administers the loans. In return for performing these functions, the Company receives servicing fees and other remuneration.

In addition to selling loans to secondary market participants, the Home Loans Group generates both interest income and noninterest income by acquiring home loans from a variety of sources, pooling and securitizing those loans, selling the resulting mortgage-backed securities to secondary market participants and providing ongoing servicing and bond administration for all securities issued.

The Home Loans Group makes insurance products available to its customers that complement the mortgage process, including private mortgage insurance, mortgage life insurance, flood, homeowners’, earthquake and other property and casualty insurance. Other types of insurance products made available include accidental death and dismemberment and term and whole life insurance. This segment also manages the Company’s captive reinsurance activities.

The Corporate Support/Treasury and Other category includes enterprise-wide management of the Company’s interest rate risk, liquidity, capital, borrowings, and a majority of the Company’s investment securities. As part of the Company’s asset and liability management process, the Treasury function provides oversight and direction across the enterprise over matters that impact the profile of the Company’s balance sheet, such as product composition of loans that the Company holds in the portfolio, the appropriate mix of wholesale and capital markets borrowings at any given point in time, and the allocation of capital resources to the business segments. This category also includes the costs of the Company’s technology services, facilities, legal, human resources, and accounting and finance functions to the extent not allocated to the business segments as well as the community lending and investment operations. Community lending and investment programs help fund the development of affordable housing units in traditionally underserved communities. Also reported in this category is the net impact of funds transfer pricing for loan and deposit balances and items associated with transfers of loans from the Retail Banking Group to the Home Loans Group when home loans previously designated as held for investment are transferred to held for sale, such as lower of cost or fair value adjustments and the write-off of inter-segment premiums.

The Company uses various management accounting methodologies, which are enhanced from time to time, to assign certain balance sheet and income statement items to the responsible operating segment. Methodologies that are applied to the measurement of segment profitability include:  (1) a funds transfer pricing system, which allocates interest income funding credits and funding charges between the operating segments and the Treasury Division. A segment will receive a funding credit from the Treasury Division for its liabilities and its share of risk-adjusted economic capital. Conversely, a segment is assigned a charge by the Treasury Division to fund its assets. The system takes into account the interest rate risk profile of the Company’s assets and liabilities and concentrates their sensitivities within the Treasury Division, where

17




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

it is centrally managed. Certain basis and other residual risk remains in the operating segments; (2) a calculation of the provision for loan and lease losses based on management’s current assessment of the long-term, normalized net charge-off ratio for loan products within each segment, which is recalibrated periodically to the latest available loan loss experience data. This calculation differs, in some respects, from the Company’s financial accounting methodology that is used to estimate incurred credit losses inherent in the Company’s loan portfolio under generally accepted accounting principles; (3) the allocation of certain operating expenses that are not directly charged to the segments (i.e., corporate overhead), which generally are based on each segment’s consumption patterns; (4) the allocation of goodwill and other intangible assets to the operating segments based on benefits received from each acquisition; and (5) inter-segment activities which include the transfer of certain originated home loans that are to be held in portfolio from the Home Loans Group to the Retail Banking Group and a broker fee arrangement between Home Loans and Retail Banking. When originated home loans are transferred, the Home Loans Group records a gain on the sale of the loans based on an assumed profit factor. This profit factor is included as a premium to the value of the transferred loans, which is amortized as an adjustment to the net interest income recorded by the Retail Banking Group while the loan is held for investment. If a loan that was designated as held for investment is subsequently transferred to held for sale, the inter-segment premium is written off through Corporate Support/Treasury and Other. Inter-segment broker fees are recorded by the Retail Banking Group when home loans are initiated through retail banking stores. The results of all inter-segment activities are eliminated as reconciling adjustments that are necessary to conform the presentation of management accounting policies to the accounting principles used in the Company’s consolidated financial statements.

During the fourth quarter of 2005, the Company began integrating the Card Services Group into its management accounting process. During this period and through the first quarter of 2006, only the funds transfer pricing management accounting methodology was applied to this segment. As charges related to the administrative support functions of the former Providian Financial Corporation continue to be incurred by the Card Services Group, corporate overhead charges have not been allocated to this segment. The Company evaluates the performance of the Card Services Group on a managed asset basis. Managed financial information is derived by adjusting the GAAP financial information to add back securitized loan balances and the related interest and fee income and credit losses.

18




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Financial highlights by operating segment were as follows:

 

 

Three Months Ended March 31, 2006

 

 

 

 

 

 

 

 

 

 

 


Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Support/

 

 

 

 

 

 

 

 

 

Retail

 

Card

 

 

 

Home

 

Treasury

 

Reconciling Adjustments

 

 

 

 

 

Banking

 

Services

 

Commercial

 

Loans

 

and

 

 

 

 

 

 

 

 

 

Group

 

Group (1)

 

Group (2)

 

Group (2)

 

Other

 

Securitization (3)

 

Other

 

Total

 

 

 

(dollars in millions)

 

Condensed income statement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$   1,523

 

 

$    614

 

 

 

$    198

 

 

 

$    268

 

 

 

$ (173)

 

 

 

$    (432

)

 

$    119

  (4)

$   2,117

 

Provision for loan and lease losses

 

50

 

 

330

 

 

 

1

 

 

 

1

 

 

 

 

 

 

(225

)

 

(75

) (5)

82

 

Noninterest income (expense)

 

741

 

 

345

 

 

 

13

 

 

 

408

 

 

 

173

 

 

 

207

 

 

(162

) (6)

1,725

 

Inter-segment revenue (expense)

 

14

 

 

 

 

 

 

 

 

(14

)

 

 

 

 

 

 

 

 

 

Noninterest expense

 

1,160

 

 

289

 

 

 

68

 

 

 

599

 

 

 

95

 

 

 

 

 

 

2,211

 

Income (loss) before income taxes

 

1,068

 

 

340

 

 

 

142

 

 

 

62

 

 

 

(95

)

 

 

 

 

32

 

1,549

 

Income taxes (benefit)

 

408

 

 

130

 

 

 

54

 

 

 

24

 

 

 

(52

)

 

 

 

 

 

564

 

Net income (loss)

 

$      660

 

 

$    210

 

 

 

$      88

 

 

 

$      38

 

 

 

$     (43

)

 

 

$          –

 

 

$      32

 

$      985

 

Performance and other data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficiency ratio (7)

 

50.91

%

 

30.15

%

 

 

32.37

%

 

 

90.47

%

 

 

n/a

 

 

 

n/a

 

 

n/a

 

57.54

%

Average loans

 

$ 189,142

 

 

$ 20,086

 

 

 

$ 31,011

 

 

 

$ 34,586

 

 

 

$ 1,142

 

 

 

$ (12,107

)

 

$ (1,534

) (8)

$ 262,326

 

Average assets

 

202,235

 

 

22,764

 

 

 

33,833

 

 

 

64,198

 

 

 

33,452

 

 

 

(10,219

)

 

(1,701

) (8)(9)

344,562

 

Average deposits

 

139,062

 

 

n/a

 

 

 

2,263

 

 

 

16,530

 

 

 

33,179

 

 

 

n/a

 

 

n/a

 

191,034

 

Loan volume

 

7,255

 

 

n/a

 

 

 

2,769

 

 

 

44,998

 

 

 

24

 

 

 

n/a

 

 

n/a

 

55,046

 

Employees at end of period

 

30,336

 

 

2,871

 

 

 

1,351

 

 

 

16,017

 

 

 

9,806

 

 

 

n/a

 

 

n/a

 

60,381

 


(1)    Operating results for the Card Services Group are presented on a managed basis as the Company treats securitized and sold credit card receivables as if they were still on the balance sheet in evaluating the overall performance of this operating segment.

(2)    Effective January 1, 2006, the Company reorganized its single family residential mortgage lending operations. This reorganization combined the Company’s subprime mortgage origination business, Long Beach Mortgage Company, as well as its Mortgage Banker Finance lending operations with the Home Loans Group. Previously these operations were reported within the Commercial Group. This change in organization was retrospectively applied to prior periods.

(3)    The managed basis presentation of the Card Services Group is derived by adjusting the GAAP financial information to add back securitized loan balances and the related interest and fee income and credit losses. Such adjustments to arrive at the reported GAAP results are eliminated within Securitization Adjustments.

(4)    Represents the difference between home loan premium amortization recorded by the Retail Banking Group and the amount recognized in the Company’s Consolidated Statements of Income. For management reporting purposes, loans that are held in portfolio by the Retail Banking Group are treated as if they are purchased from the Home Loans Group. Since the cost basis of these loans includes an assumed profit factor paid to the Home Loans Group, the amortization of loan premiums recorded by the Retail Banking Group includes this assumed profit factor and must therefore be eliminated as a reconciling adjustment.

(5)    Represents the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the financial accounting methodology that is used to estimate incurred credit losses inherent in the Company’s loan portfolio.

(6)    Represents the difference between gain from mortgage loans primarily recorded by the Home Loans Group and the gain from mortgage loans recognized in the Company’s Consolidated Statements of Income. A substantial amount of loans originated or purchased by this segment are considered to be salable for management reporting purposes.

(7)    The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income and noninterest income).

(8)    Includes the inter-segment offset for inter-segment loan premiums that the Retail Banking Group recognized from the transfer of portfolio loans from the Home Loans Group.

(9)    Includes the impact to the allowance for loan and lease losses of $167 million that results from the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the financial accounting methodology that is used to estimate incurred credit losses inherent in the Company’s loan portfolio.

19




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

 

Three Months Ended March 31, 2005

 

 

 

Retail
Banking
Group

 

Commercial
Group
(1)

 

Home
Loans
Group
(1)

 

Corporate
Support/
Treasury
and
Other

 

Reconciling
Adjustments

 

Total

 

 

 

(dollars in millions)

 

Condensed income statement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income
(expense)

 

$     1,401

 

 

$     229

 

 

$     396

 

 

$    (176

)

 

 

$     113

  (2)

 

$     1,963

 

Provision for loan and lease losses

 

37

 

 

1

 

 

1

 

 

 

 

 

(23

) (3)

 

16

 

Noninterest income
(expense)

 

638

 

 

75

 

 

747

 

 

(63

)

 

 

(62

) (4)

 

1,335

 

Inter-segment revenue (expense)

 

12

 

 

 

 

(12

)

 

 

 

 

 

 

 

Noninterest expense

 

1,058

 

 

54

 

 

611

 

 

116

 

 

 

 

 

1,839

 

Income (loss) before income taxes

 

956

 

 

249

 

 

519

 

 

(355

)

 

 

74

 

 

1,443

 

Income taxes (benefit)

 

361

 

 

94

 

 

196

 

 

(144

)

 

 

34

  

 

541

 

Net income (loss)

 

$        595

 

 

$     155

 

 

$     323

 

 

$    (211

)

 

 

$       40

 

 

$        902

 

Performance and other data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficiency ratio (5)

 

51.59

%

 

17.83

%

 

53.95

%

 

n/a

 

 

 

n/a

 

 

55.77

%

Average loans

 

$ 177,635

 

 

$ 29,563

 

 

$ 38,903

 

 

$  1,082

 

 

 

$ (1,556

) (6)

 

$ 245,627

 

Average assets

 

190,496

 

 

32,726

 

 

61,038

 

 

25,713

 

 

 

(1,801

) (6)(7)

 

308,172

 

Average deposits

 

132,982

 

 

2,998

 

 

17,408

 

 

21,797

 

 

 

n/a

 

 

175,185

 

Loan volume

 

12,493

 

 

2,433

 

 

44,495

 

 

94

 

 

 

n/a

 

 

59,515

 

Employees at end of period

 

27,699

 

 

1,268

 

 

14,815

 

 

8,706

 

 

 

n/a

 

 

52,488

 


(1)       Effective January 1, 2006, the Company reorganized its single family residential mortgage lending operations. This reorganization combined the Company’s subprime mortgage origination business, Long Beach Mortgage Company, as well as its Mortgage Banker Finance lending operations with the Home Loans Group. Previously these operations were reported within the Commercial Group. This change in organization has been retrospectively applied to prior periods.

(2)       Represents the difference between home loan premium amortization recorded by the Retail Banking Group and the amount recognized in the Company’s Consolidated Statements of Income. For management reporting purposes, loans that are held in portfolio by the Retail Banking Group are treated as if they are purchased from the Home Loans Group. Since the cost basis of these loans includes an assumed profit factor paid to the Home Loans Group, the amortization of loan premiums recorded by the Retail Banking Group includes this assumed profit factor and must therefore be eliminated as a reconciling adjustment.

(3)       Represents the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the financial accounting methodology that is used to estimate incurred credit losses inherent in the Company’s loan portfolio.

(4)       Represents the difference between gain from mortgage loans primarily recorded by the Home Loans Group and the gain from mortgage loans recognized in the Company’s Consolidated Statements of Income. A substantial amount of loans originated or purchased by this segment are considered to be salable for management reporting purposes.

(5)       The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income and noninterest income).

(6)       Includes the inter-segment offset for inter-segment loan premiums that the Retail Banking Group recognized from the transfer of portfolio loans from the Home Loans Group.

(7)       Includes the impact to the allowance for loan and lease losses of $245 million that results from the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the financial accounting methodology that is used to estimate incurred credit losses inherent in the Company’s loan portfolio.

20




WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Note 7:  Condensed Consolidating Financial Statements

The following are the condensed consolidating financial statements of the parent companies of Washington Mutual, Inc. and New American Capital, Inc.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

 

 

Three Months Ended March 31, 2006

 

 

 

Washington
Mutual, Inc.
(Parent Only)

 

New
American
Capital, Inc.
(Parent Only)

 

All Other
Washington
Mutual, Inc.
Consolidating
Subsidiaries

 

Eliminations

 

Washington
Mutual, Inc.
Consolidated

 

 

 

(in millions)

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes receivable from subsidiaries

 

 

$         7

 

 

 

$     29

 

 

 

$       5

 

 

 

$      (41

)

 

 

$       –

 

 

Other interest income

 

 

2

 

 

 

4

 

 

 

4,656

 

 

 

(5

)

 

 

4,657

 

 

Total interest income

 

 

9

 

 

 

33

 

 

 

4,661

 

 

 

(46

)

 

 

4,657

 

 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

144

 

 

 

7

 

 

 

1,209

 

 

 

(41

)

 

 

1,319

 

 

Other interest expense

 

 

 

 

 

 

 

 

1,221

 

 

 

 

 

 

1,221

 

 

Total interest expense

 

 

144

 

 

 

7