Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information required by this item is set forth in the 2020 Annual Report and is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required herein is incorporated by reference to the section titled Interest Rate Risk within this Form 10-K.
Item 8. Financial Statements and Supplementary Data
The information required by this item is set forth in the 2020 Annual Report and is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of September 30, 2020, the Company carried out an evaluation, under the supervision and participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within time periods specified in SEC rules and forms and were effective to ensure that such information is accumulated and communicated to the
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Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting practices in the United States of America.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2020. In making the assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 version of its Internal Control-Integrated Framework. Based on its assessment, the Company’s management believes that as of September 30, 2020, the Company’s internal control over financial reporting was effective based on this criteria.
The Company’s independent auditors, Deloitte & Touche LLP, an independent registered public accounting firm, have issued an audit report on the Company’s internal control over financial reporting, which is incorporated by reference and set forth in the 2020 Annual Report.
There have been no changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference. The Company’s annual meeting of Shareholders is set to be held on January 26, 2021.
The Company has adopted a code of ethics that applies to all senior financial officers, including its Chief Executive Officer and Chief Financial Officer. The code of ethics is publicly available on the Company’s website at www.wafdbank.com. If the Company makes any substantive amendments to the code of ethics or grants any waiver from a provision of the code, it will disclose the nature of such amendment or waiver on its website or in a report on Form 8-K.
Item 11. Executive Compensation
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be set forth in the 2020 Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) The following financial statements are incorporated herein by reference in the sections immediately following the Selected Financial Data of the Annual Report.
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Condition as of September 30, 2020 and 2019
Consolidated Statements of Operations for each of the years in the three-year period ended September 30, 2020
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended September 30, 2020
Consolidated Statements of Shareholders’ Equity for each of the years in the three-year period ended September 30, 2020
Consolidated Statements of Cash Flows for each of the years in the three-year period ended September 30, 2020
Notes to Consolidated Financial Statements
(a)(2) There are no financial statement schedules filed herewith.
(a)(3) The following exhibits are filed as part of this report, and this list includes the Exhibit Index:
No. Exhibit Page/Footnote
3.1 Restated Articles of Incorporation of the Company (1)
3.2 Amended and Restated Bylaws of the Company (2)
4.1 Description of Registrant's Securities
10.1 2020 Incentive Plan and Form of Award Agreements *
10.2 2011 Incentive Plan, as amended * (3)
10.3 Form of Restricted Stock Award Agreement under 2011 Incentive Plan * (4)
10.4 Form of Stock Option Agreement under 2011 Incentive Plan * (4)
10.5 Form of Indemnification Agreement * (4)
10.6 Form of Change in Control Agreement * (5)
10.7 Transition Agreement * (6)
13 Annual Report to Shareholders
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Section 302 Certification by the Chief Executive Officer
31.2 Section 302 Certification by the Chief Financial Officer
32 Section 906 Certification pursuant to the Sarbanes-Oxley Act of 2002
___________________
* Management contract or compensation plan
(1)Incorporated by reference from the Registrant's Form 10-Q filed with the SEC on May 3, 2016.
(2)Incorporated by reference from the Registrant's Form 8-K filed with the SEC on November 20, 2020
(3)Incorporated by reference from the Registrant's Form 10-K filed with the SEC on November 21, 2016.
(4)Incorporated by reference from the Registrant's Form 8-K filed with the SEC on October 24, 2016.
(5)Incorporated by reference from the Registrant's Form 8-K filed with the SEC on August 19, 2015.
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(6)Incorporated by reference from the Registrant's Form 8-K filed with the SEC on January 24, 2017.
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Item 16. Form 10-K Summary
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WASHINGTON FEDERAL, INC.
November 23, 2020 By: /S/ BRENT J. BEARDALL
Brent J. Beardall, President and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Brent J. Beardall November 23, 2020
/s/ Vincent L. Beatty November 23, 2020
/s/ Cory D. Stewart November 23, 2020
/s/ Thomas J. Kelley November 23, 2020
Thomas J. Kelley, Chairman of the Board
/s/ Linda S. Brower November 23, 2020
Linda S. Brower, Director
/s/ Stephen M. Graham November 23, 2020
Stephen M. Graham, Director
/s/ David K. Grant November 23, 2020
David K. Grant, Director
/s/ S. Steven Singh November 23, 2020
S. Steven Singh, Director
/s/ Barbara L. Smith November 23, 2020
Barbara L. Smith, Director
/s/ Mark N. Tabbutt November 23, 2020
Mark N. Tabbutt, Director
/s/ Randall H. Talbot November 23, 2020
Randall H. Talbot, Director
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