WASHINGTON FEDERAL BANK 401(k) PLAN
AS OF DECEMBER 31, 2022 AND 2021
TABLE OF CONTENTS
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| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
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| FINANCIAL STATEMENTS: | |
| Statements of Net Assets Available for Benefits | |
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| Statements of Changes in Net Assets Available for Benefits | |
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| NOTES TO FINANCIAL STATEMENTS | |
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| Note 1 – Description of Plan | |
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| Note 2 – Summary of Accounting Policies | |
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| Note 3 – Fair Value Measurements | |
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| Note 4 – Federal Income Tax Status | |
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| Note 5 – Plan Termination | |
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| Note 6 – Party-In-Interest Transactions | |
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| Note 7 – Risks and Uncertainties | |
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| SUPPLEMENTAL INFORMATION | |
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| Form 5500, Schedule H, Line 4i - Schedule of Assets (Held at End of Year) | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the 401(k) Committee, Plan Administrator, and Plan Participants
Washington Federal Bank 401(k) Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Washington Federal Bank 401(k) Plan (the “Plan”) as of December 31, 2022 and 2021, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets of the Plan as of December 31, 2022 and 2021, and the changes in its net assets for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
The Plan’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Plante & Moran, PLLC
We have served as the Plan’s auditor since 2022.
Chicago, Illinois
June 22, 2023
WASHINGTON FEDERAL BANK 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2022 AND 2021
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| December 31, 2022 | | December 31, 2021 |
| Assets: | | | |
| Cash | $ | — | | | $ | 65,157 | |
| Investments, at fair value: | | | |
| Washington Federal, Inc. common stock | 10,834,833 | | | 12,293,688 | |
| Mutual funds | 138,403,650 | | | 164,010,575 | |
| Collective trusts | 10,877,206 | | | 9,481,080 | |
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| Total investments at fair value | 160,115,689 | | | 185,785,343 | |
| Net assets available for benefits | $ | 160,115,689 | | | $ | 185,850,500 | |
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See accompanying notes to the financial statements.
WASHINGTON FEDERAL BANK 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
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| | December 31, 2022 | | December 31, 2021 |
| Additions: | | | | |
| Net appreciation (depreciation) in fair value of investments | | $ | (33,019,242) | | | $ | 17,093,162 | |
| Interest and dividend income | | 3,687,988 | | | 4,776,812 | |
| Contributions: | | | | |
| Employer (including Safe Harbor match) | | 11,018,174 | | | 9,714,955 | |
| Participants | | 10,234,515 | | | 9,175,344 | |
| Rollovers | | 1,465,625 | | | 2,107,459 | |
| Total contributions | | 22,718,314 | | | 20,997,758 | |
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| Total additions, net | | (6,612,940) | | | 42,867,732 | |
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| Deductions: | | | | |
| Benefits paid to participants | | 18,805,599 | | | 12,515,949 | |
| Plan expenses | | 316,272 | | | 346,224 | |
| Total deductions | | 19,121,871 | | | 12,862,173 | |
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| Net change | | (25,734,811) | | | 30,005,559 | |
| Net assets available for benefits: | | | | |
| Beginning of the year | | 185,850,500 | | | 155,844,941 | |
| End of the year | | $ | 160,115,689 | | | $ | 185,850,500 | |
See accompanying notes to the financial statements.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
NOTE 1–DESCRIPTION OF PLAN
The following description of the Washington Federal Bank 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General - The Plan is a defined contribution profit sharing plan for substantially all employees of Washington Federal Bank, National Association, a subsidiary of Washington Federal, Inc. (collectively, the "Employer" or the "Company") and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Employees are eligible to participate in the Plan on the first day of the calendar month following the completion of 30 days of employment. Such eligible employees can make contributions at that time but do not become eligible for the Employer's profit sharing or matching contribution until the first entry date after the first day of the calendar quarter (January 1, April 1, July 1 or October 1) following the completion of the one year of service requirement. The Plan defines one year of service as a 12-month period in which the eligible employee works at least 1,000 hours of service and the first eligibility service period starts on the first day of employment. After the first 12-month eligibility service period, if the Plan needs to measure another eligibility service period (e.g., if the employee does not complete 1,000 hours of service in the first 12-month period), the Plan will measure the eligibility service period on a Plan Year basis.
Contributions - Under provisions of the Plan, all participants may make voluntary after-tax contributions of their eligible earnings as defined by the Plan. In addition, participants may make pre-tax or Roth contributions up to the statutory limits of $20,500 and $19,500 for 2022 and 2021, respectively, plus a “catch-up” amount of $6,500 for those who have attained age 50 or over at the end of the calendar year to their 401(k) deferral contributions account. All new employees are automatically enrolled, unless they opt out, for a 1% participant contribution to their 401(k) account. For those participants under automatic enrollment, the Company will increase the deferral rate by 1% each January 1st until the point the deferral rate is 6% of compensation or the participant opts out. If automatic enrollment occurs after July 1st, the participant's default deferral rate will not be subject to automatic increase until the second January following auto enrollment. Prior to automatic enrollment, all participants are provided with a notice of their rights to elect a different deferral amount and to opt out of automated deferral increases.
The Plan includes a “safe harbor” feature which provides for a matching contribution equal to 100% of an employee’s 401(k) elective pre-tax deferral, not exceeding 4% of their compensation for the Plan Year. Employer profit sharing contributions to the Plan are determined by the Board of Directors of the Company based on the Company’s net operating income. Contributions are allocated to the Employer profit sharing account of each participant in the same proportion that each participant’s eligible compensation for the period bear to the total eligible compensation of all such participants for such period.
In order to be eligible to receive an allocation of the Employer’s profit sharing contribution for the Plan Year, a participant must complete 1,000 hours of service during the Plan Year and be employed on the last day of the Plan Year (December 31st). Employer profit sharing contributions totaled 7% of participants’ eligible compensation for the years ended December 31, 2022 and 2021.
Participant Accounts - Each participant’s account is credited with the participant’s contribution and allocations of (a) the Employer’s profit sharing contribution (b) the Employer safe harbor matching contribution and (c) Plan earnings. Allocations of Plan earnings are based on the participant's investment elections. The benefit to which a participant is entitled is the benefit that can be provided from the vested amount of the participant’s account(s).
Investments - Participants direct the investment of their contributions and Employer's profit sharing and safe harbor matching contributions and earnings thereon into Washington Federal, Inc. common stock or any of the mutual or collective trust fund investment options of the Plan. In the absence of participant investment directions, contributions are invested in a target date fund, a qualified default investment alternative (“QDIA”) as prescribed by final regulations issued by the Department of Labor.
Vesting - Participants are immediately vested in their own contributions to their voluntary after-tax contribution accounts and to their 401(k) deferral contribution and Roth contribution accounts. The employer safe harbor match contribution is also fully vested at the time of match. Withdrawals made upon termination are subject to vesting restrictions, which limit withdrawal of Company profit sharing account contributions if the participant has completed less than six years of continuous service. Participants who have completed six or more years of service are fully vested in Company profit sharing contributions to their accounts. Participants also become fully vested in Company profit sharing contributions upon death, total and permanent disability, or retirement on the normal or deferred retirement date. A continuous year of service consists of a minimum of 1,000 hours of employment during a calendar year.
The Plan provides employees with the following vesting schedule with regard to Company profit sharing contributions:
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| Service Year Completed | | Percentage Vested |
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| 1 | | —% |
| 2 | | 20% |
| 3 | | 40% |
| 4 | | 60% |
| 5 | | 80% |
| 6 or more | | 100% |
Forfeitures - Participants have a non-forfeitable interest in their vested account balances upon termination from the Plan. Unvested account balances are subject to forfeiture and are used to reduce future employer contributions to the Plan and pay Plan expenses. If participants re-enter the Plan before incurring five consecutive one-year breaks in service, the forfeited amounts shall be restored upon repayment of any amounts previously distributed to the participants. As of December 31, 2022 and 2021, the non-vested forfeiture accounts balance totaled $330,853 and $54,185, respectively. Forfeited non-vested amounts of $118,466 and $654,685 were used to reduce Employer contributions and pay plan expenses in accordance with Plan provisions in 2022 and 2021, respectively.
Benefits - In accordance with the terms of the Plan, a participant, upon either retirement, termination, death, or disability, may elect alternative methods of benefit payments, including:
•One lump-sum cash distribution
•Cash installment payments
•Purchase of an annuity contract selected by the participant and approved by the trustees
•Any other method of distribution not extending the payment period beyond the joint life expectancy of the participant and his or her designated beneficiary, as approved by the trustees
In the event of employee termination, the vested portion of the participant’s share is to be distributed as soon as practicable.
Participant Loans - The Plan does not allow participants to withdraw funds from their accounts as participant loans.
Administrative Expenses - Each participant pays an annual fee of $35 deducted quarterly for participants with balances up to $2,000 or $63 for participants with account balances over $2,000 to cover recordkeeping and investment expenses, plus a share of any additional Plan expenses, based on the participant’s portion of the Plan assets. Additional Plan expenses could include fees paid to auditors, investment advisors, attorneys, etc.
NOTE 2–SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan have been prepared on the accrual basis of accounting. Plan assets exclude those funds used to purchase annuities.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition - Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Quoted market prices, if available, are used to value investments. Interest income is recorded as earned on the accrual basis. Dividend income is recorded on the ex-dividend date. Net appreciation or depreciation of investments represents the change in fair value during the year, plus realized gains and losses. Purchases and sales of securities are reflected on a trade-date basis.
Payment of Benefits - Benefits are recorded when paid.
NOTE 3–FAIR VALUE MEASUREMENTS
U.S. GAAP 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. U.S. GAAP also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active exchange markets that the entity has the ability to access as of the measurement date.
Level 2: Quoted prices in markets that are not considered to be active or financial instruments without quoted market prices, but for which all significant inputs are observable, either directly or indirectly.
Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The investments in Washington Federal, Inc. common stock, mutual funds, and collective fund investments are stated at fair value. The common stock and mutual fund's fair value is based on closing prices as of the last trading day of the Plan year for those securities that are actively traded.
Investments measured at net asset value ("NAV") - The collective funds are carried at the NAV as a practical expedient for fair value. The NAV is based on the fair value of the underlying net assets of the fund. The NAV practical expedient would not be used if it is determined to be probable that the Plan would sell the investments for an amount different from the reported net asset value. Participant transactions (purchases and sales) may
occur daily. If the plan initiates a full redemption of the stable value collective fund, the issuer reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2022:
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| | Level 1 | | Level 2 | | Level 3 | | Total |
| Washington Federal, Inc. common stock | | $ | 10,834,833 | | | $ | — | | | $ | — | | | $ | 10,834,833 | |
| Mutual funds and interest bearing cash | | 138,403,650 | | | — | | | — | | | 138,403,650 | |
| Total investments in the fair value hierarchy | | $ | 149,238,483 | | | $ | — | | | $ | — | | | $ | 149,238,483 | |
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| Collective trust investments measured at net asset value: | | | | | | | | |
| Large growth collective fund | | | | | | | | $ | 2,897,106 | |
| Mid growth collective fund | | | | | | | | 2,027,721 | |
| Stable value collective fund | | | | | | | | 5,952,379 | |
| | | | | | | | $ | 10,877,206 | |
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| Total investments at fair value | | | | | | | | $ | 160,115,689 | |
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2021:
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| | Level 1 | | Level 2 | | Level 3 | | Total |
| Washington Federal, Inc. common stock | | $ | 12,293,688 | | | $ | — | | | $ | — | | | $ | 12,293,688 | |
| Mutual funds | | 164,010,575 | | | — | | | — | | | 164,010,575 | |
| Total investments in the fair value hierarchy | | $ | 176,304,263 | | | $ | — | | | $ | — | | | $ | 176,304,263 | |
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| Collective trust investments measured at net asset value: | | | | | | | | |
| Large growth collective fund | | | | | | | | $ | 4,194,822 | |
| Stable value collective fund | | | | | | | | 5,286,258 | |
| | | | | | | | $ | 9,481,080 | |
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| Total investments at fair value | | | | | | | | $ | 185,785,343 | |
NOTE 4–FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter dated September 15, 2017, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. The Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code, therefore, no provision for income tax has been included in the Plan’s financial statements.
The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022 and 2021, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by the IRS; however, to the Plan administrator's knowledge, there are currently no audits in progress for any tax periods. The Plan administrator believes the Plan is no longer subject to tax examinations for years prior to 2019.
NOTE 5–PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
NOTE 6–PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are managed by Fidelity Investments. Fidelity Management Trust Company is the trustee as defined by the Plan and affiliate of Fidelity Investments and, therefore, transactions with these entities qualify as party-in-interest transactions as defined by ERISA. Fees paid by the Plan to Fidelity for administrative services were $150,696 and $208,430 for the years ended December 31, 2022 and December 31, 2021, respectively.
At December 31, 2022 and 2021, the Plan held 322,946 and 368,295 shares, respectively of Washington Federal, Inc. common stock, with a fair value of $10,834,833 and $12,293,688, respectively. During the years ended December 31, 2022 and December 31, 2021, the Plan recorded $332,706 and $350,355 in dividend income on the common stock of the Company, respectively. For the years ended December 31, 2022, purchases of Washington Federal, Inc. common stock were $840,164 and $262,823, respectively. Sales of Washington Federal, Inc. common stock for the same periods were $2,317,230 and $1,097,488, respectively.
NOTE 7–RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market volatility and credit risks. It is reasonably possible, given the level of risk associated with investment securities, which changes in the near term could materially affect a participant’s account balance and the amounts reported in the financial statements.
Washington Federal Bank 401(k) Plan
EIN: 91-0135860; Plan No: 001
FORM 5500, Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
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| (a) | (b) Issuer, identity of borrower, lessor, or similar party | (c) Description of investment, Including maturity date, rate of interest, collateral, and par or maturity value | (d) Cost | (e) Fair value |
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| * | Washington Federal, Inc. | 322,946 shares of common stock | ** | $ | 10,834,833 | |
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| | Mutual funds: | | | |
| | American Funds Europacific Growth R6 | Foreign Large Growth | ** | 459,059 | |
| | American Century Mid Cap Value R6 | Mid-Cap Value | ** | 2,352,136 | |
| * | Fidelity 500 Index | Large Blend | ** | 14,585,662 | |
| * | Fidelity Extended Market Index | Mid-Cap Blend | ** | 2,026,722 | |
| * | Fidelity Freedom Index 2005 Instl Prem | Target Date 2000-2010 | ** | 739,361 | |
| * | Fidelity Freedom Index 2010 Instl Prem | Target Date 2000-2010 | ** | 1,062,530 | |
| * | Fidelity Freedom Index 2015 Instl Prem | Target Date 2015 | ** | 3,129,619 | |
| * | Fidelity Freedom Index 2020 Instl Prem | Target Date 2020 | ** | 10,677,663 | |
| * | Fidelity Freedom Index 2025 Instl Prem | Target Date 2025 | ** | 21,430,439 | |
| * | Fidelity Freedom Index 2030 Instl Prem | Target Date 2030 | ** | 14,871,201 | |
| * | Fidelity Freedom Index 2035 Instl Prem | Target Date 2035 | ** | 15,262,401 | |
| * | Fidelity Freedom Index 2040 Instl Prem | Target Date 2040 | ** | 9,562,672 | |
| * | Fidelity Freedom Index 2045 Instl Prem | Target Date 2045 | ** | 11,164,154 | |
| * | Fidelity Freedom Index 2050 Instl Prem | Target Date 2050 | ** | 8,349,834 | |
| * | Fidelity Freedom Index 2055 Instl Prem | Target Date 2055 | ** | 5,370,775 | |
| * | Fidelity Freedom Index 2060 Instl Prem | Target Date 2060 | ** | 2,770,863 | |
| * | Fidelity Freedom Index 2065 Instl Prem | Target Date 2065+ | ** | 592,969 | |
| * | Fidelity Freedom Index Inc Instl Prem | Target Date Retirement | ** | 1,182,107 | |
| * | Fidelity Total International Index | Foreign Large Blend | ** | 3,205,395 | |
| * | Fidelity US Bond Index | Intermediate Core Bond | ** | 2,793,570 | |
| JP Morgan Equity Income R6 | Large Value | ** | 2,360,987 | |
| MFS New Discovery Value R3 | Small Value | ** | 1,170,782 | |
| PGIM Total Return Bond R6 | Intermediate Core-Plus Bond | ** | 761,507 | |
| Vanguard Treasury Money Market | Money Market | ** | 344,803 | |
| | Wasatch Core Growth | Small Growth | ** | 2,176,439 | |
| | | | 138,403,650 | |
| Collective trusts: | | | |
| BlackRock Mid Cap Growth R1 | Mid Cap Growth Collective Fund | ** | 2,027,721 | |
| ClearBridge Large Cap Growth R1 | Large Growth Collective Fund | ** | 2,897,106 | |
| T. Rowe Price Stable Value Common Trust Fund | Stable Value Collective Fund | ** | 5,952,379 | |
| | | | 10,877,206 | |
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| | | | | $ | 160,115,689 | |
| * | Party-in-Interest |
| ** | Cost information is not required for participant-directed investments and therefore is not included. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 22, 2023.
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| | Washington Federal Bank 401(k) Plan |
| | | |
| | | /s/ RIKA M. LAING |
| | | RIKA M. LAING |
| | | Pension Trustee |
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| INDEX OF EXHIBITS |
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| Exhibit No. | Exhibit Description |
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