WASHINGTON MUTUAL INC (Form: 10-Q, Received: 08/14/2002 14:36:16)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
or
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________________ TO ___________________ :

Commission File Number 1-14667

WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)

Washington		91-1653725
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
1201 Third Avenue, Seattle, Washington		98101
(Address of Principal Executive Offices)		(Zip Code)

(206) 461-2000
(Registrant's telephone number, including area code)

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

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

The number of shares outstanding of the issuer's classes of common stock as of July 31, 2002:

Common Stock – 967,399,424 ⁽¹⁾

⁽¹⁾ Includes 18,000,000 shares held in escrow.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2002

TABLE OF CONTENTS

			Page
PART I
	Item 1. Financial Statements		1
		Consolidated Statements of Income – Three and Six Months Ended June 30, 2002 and 2001	1
		Consolidated Statements of Financial Condition – June 30, 2002 and December 31, 2001	2
		Consolidated Statements of Stockholders' Equity and Comprehensive Income – Six Months Ended June 30, 2002 and 2001	3
		Consolidated Statements of Cash Flows – Six Months Ended June 30, 2002 and 2001	4
		Notes to Consolidated Financial Statements	5
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		14
		Summary Financial Data	14
		Cautionary Statements	15
		Overview	16
		Critical Accounting Policies	16
		Recently Issued Accounting Standards	17
		Earnings Performance	17
		Review of Financial Condition	24
		Off-Balance Sheet Activities	27
		Asset Quality	28
		Operating Segments	31
		Liquidity	33
		Capital Adequacy	34
		Market Risk Management	34
		Maturity and Repricing Information	38
	Item 3. Market Risk Management		34
PART II Other Information
	Item 4. Submission of Matters to a Vote of Security Holders		42
	Item 6. Exhibits and Reports on Form 8-K		43

The information furnished in these interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for such periods. Such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. 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 2001 Annual Report on Form 10-K.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

			Three Months Ended June 30,					Six Months Ended June 30,
			2002			2001		2002			2001
			(in millions, except per share amounts)
Interest Income
	Loans		$	2,696		$	2,924	$	5,550		$	5,735
	Available-for-sale ("AFS") securities			812			940		1,759			1,972
	Other interest and dividend income			77			72		159			143

		Total interest income		3,585			3,936		7,468			7,850
Interest Expense
	Deposits			664			823		1,312			1,710
	Borrowings			821			1,440		1,660			3,107

		Total interest expense		1,485			2,263		2,972			4,817

		Net interest income		2,100			1,673		4,496			3,033
	Provision for loan and lease losses			160			92		335			175

		Net interest income after provision for loan and lease losses		1,940			1,581		4,161			2,858
Noninterest Income
	Depositor and other retail banking fees			398			325		759			604
	Securities fees and commissions			98			76		180			149
	Insurance income			39			23		86			43
	Single-family residential ("SFR") mortgage banking (expense) income			(733	)		264		(340	)		537
	Portfolio loan related income			75			53		140			85
	Gain (loss) from other AFS securities			137			5		(161	)		(44	)
	Revaluation gain (loss) from derivatives			857			1		842			(2	)
	Gain on extinguishment of securities sold under agreements to repurchase			121			–		195			–
	Net settlement income from certain interest-rate swaps			101			–		107			–
	Other income			115			58		208			183

		Total noninterest income		1,208			805		2,016			1,555
Noninterest Expense
	Compensation and benefits			732			466		1,422			882
	Occupancy and equipment			283			190		571			373
	Telecommunications and outsourced information services			134			105		273			211
	Depositor and other retail banking losses			48			33		98			63
	Amortization of goodwill			–			33		–			62
	Amortization of other intangible assets			26			10		51			17
	Professional fees			52			51		107			88
	Advertising and promotion			69			51		113			83
	Other expense			252			180		490			353

		Total noninterest expense		1,596			1,119		3,125			2,132

		Income before income taxes		1,552			1,267		3,052			2,281
	Income taxes			568			469		1,117			842

Net Income			$	984		$	798	$	1,935		$	1,439

Net Income Attributable to Common Stock			$	982		$	796	$	1,931		$	1,436

Net income per common share:
	Basic		$	1.03		$	0.93	$	2.03		$	1.70
	Diluted			1.01			0.91		1.99			1.68
Dividends declared per common share				0.26			0.22		0.51			0.43
Basic weighted average number of common shares outstanding (in thousands)				954,662			857,912		951,177			842,611
Diluted weighted average number of common shares outstanding (in thousands)				974,153			872,762		968,717			855,029

See Notes to Consolidated Financial Statements.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)

				June 30, 2002			December 31, 2001
				(dollars in millions)
Assets
	Cash and cash equivalents			$	4,709		$	3,563
	Federal funds sold and securities purchased under resale agreements				314			2,481
	AFS securities, total amortized cost of $58,450 and $58,783:
		Encumbered			33,323			38,649
		Unencumbered			25,494			19,700

					58,817			58,349
	Loans held for sale				21,147			23,842
	Loans held in portfolio				146,666			132,991
	Allowance for loan and lease losses				(1,665	)		(1,404	)

			Total loans held in portfolio, net of allowance for loan and lease losses		145,001			131,587
	Investment in Federal Home Loan Banks ("FHLBs")				3,908			3,873
	Mortgage servicing rights ("MSR")				6,489			6,241
	Goodwill				6,027			1,981
	Other assets				14,869			10,589

			Total assets	$	261,281		$	242,506

Liabilities
	Deposits:
		Noninterest-bearing deposits		$	20,628		$	22,441
		Interest-bearing deposits			108,441			84,741

			Total deposits		129,069			107,182
	Federal funds purchased and commercial paper				3,775			4,690
	Securities sold under agreements to repurchase ("repurchase agreements")				32,069			39,447
	Advances from FHLBs				58,321			61,182
	Other borrowings				14,017			12,576
	Other liabilities				4,342			3,264

			Total liabilities		241,593			228,341
	Redeemable preferred stock				102			102
Stockholders' Equity
	Common stock, no par value: 1,600,000,000 shares authorized, 974,187,652 and 873,089,120 shares issued and outstanding				–			–
	Capital surplus – common stock				7,035			3,178
	Accumulated other comprehensive loss				(12	)		(243	)
	Retained earnings				12,563			11,128

			Total stockholders' equity		19,586			14,063

			Total liabilities, redeemable preferred stock, and stockholders' equity	$	261,281		$	242,506

See Notes to Consolidated Financial Statements.

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, 2000			809.8		$	1,425		$	(54	)	$	8,795		$	10,166
Comprehensive income:
	Net income		–			–			–			1,439			1,439
	Other comprehensive income, net of tax:
		Net unrealized gain from securities arising during the period, net of reclassification adjustments	–			–			256			–			256
		Net unrealized gain on cash flow hedging instruments	–			–			3			–			3

Total comprehensive income															1,698
Cash dividends declared on common stock			–			–			–			(361	)		(361	)
Cash dividends declared on redeemable preferred stock			–			–			–			(3	)		(3	)
Common stock warrants issued, net of issuance costs			–			398			–			–			398
Common stock issued for acquisitions			63.9			1,389			–			–			1,389
Common stock issued			4.7			124			–			–			124

BALANCE, June 30, 2001			878.4		$	3,336		$	205		$	9,870		$	13,411

BALANCE, December 31, 2001			873.1		$	3,178		$	(243	)	$	11,128		$	14,063
Comprehensive income:
	Net income		–			–			–			1,935			1,935
	Other comprehensive income, net of tax:
		Net unrealized gain from securities arising during the period, net of reclassification adjustments	–			–			507			–			507
		Minimum pension liability adjustment	–			–			(2	)		–			(2	)
		Net unrealized loss on cash flow hedging instruments	–			–			(274	)		–			(274	)

Total comprehensive income															2,166
Cash dividends declared on common stock			–			–			–			(496	)		(496	)
Cash dividends declared on redeemable preferred stock			–			–			–			(4	)		(4	)
Common stock repurchased and retired			(1.0	)		(37	)		–			–			(37	)
Common stock issued for acquisitions			96.4			3,672			–			–			3,672
Fair value of Dime stock options			–			90			–			–			90
Common stock issued			5.7			132			–			–			132

BALANCE, June 30, 2002			974.2		$	7,035		$	(12	)	$	12,563		$	19,586

See Notes to Consolidated Financial Statements.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

				Six Months Ended June 30,
				2002			2001
				(in millions)
Cash Flows from Operating Activities
	Net income			$	1,935		$	1,439
	Adjustments to reconcile net income to net cash provided (used) by operating activities:
		Provision for loan and lease losses			335			175
		Gain from mortgage loans			(471	)		(402	)
		Loss (gain) from securities			141			(51	)
		Revaluation (gain) loss from derivatives			(842	)		2
		Gain on extinguishment of repurchase agreements			(195	)		–
		Depreciation and amortization			1,282			574
		MSR impairment			1,062			138
		Stock dividends from FHLBs			(107	)		(121	)
		Origination and purchases of loans held for sale, net of principal payments			(86,364	)		(45,067	)
		Proceeds from sales of loans held for sale			91,968			34,301
		(Increase) decrease in other assets			(433	)		2,467
		(Decrease) increase in other liabilities			(196	)		669

			Net cash provided (used) by operating activities		8,115			(5,876	)
Cash Flows from Investing Activities
	Purchases of securities				(41,410	)		(15,860	)
	Proceeds from sales of mortgage-backed securities ("MBS")				5,439			3,569
	Proceeds from sales and maturities of other AFS securities				34,265			15,886
	Principal payments on securities				4,880			5,278
	Purchases of investment in FHLBs				(4	)		(8	)
	Redemption of investment in FHLBs				503			–
	Proceeds from sale of excess servicing				711			–
	Origination and purchases of loans, net of principal payments				(2,861	)		485
	Proceeds from sales of loans				5,022			46
	Proceeds from sales of foreclosed assets				166			126
	Net decrease (increase) in federal funds sold and securities purchased under resale agreements				2,167			(735	)
	Net cash used for acquisitions				(2,215	)		(13,693	)
	Purchases of premises and equipment, net				(307	)		(338	)

			Net cash provided (used) by investing activities		6,356			(5,244	)
Cash Flows from Financing Activities
	Increase in deposits				6,716			9,281
	(Decrease) increase in short-term borrowings				(9,537	)		14,734
	Proceeds from long-term borrowings				20,113			9,409
	Repayments of long-term borrowings				(19,514	)		(19,559	)
	Proceeds from advances from FHLBs				22,681			62,269
	Repayments of advances from FHLBs				(33,363	)		(63,948	)
	Cash dividends paid on preferred and common stock				(500	)		(364	)
	Common stock warrants issued				–			398
	Other				79			108

			Net cash (used) provided by financing activities		(13,325	)		12,328

			Increase in cash and cash equivalents		1,146			1,208
			Cash and cash equivalents, beginning of period		3,563			2,557

			Cash and cash equivalents, end of period	$	4,709		$	3,765

Noncash Activities
	Loans exchanged for MBS			$	2,518		$	2,561
	Real estate acquired through foreclosure				212			185
	Loans originated to facilitate the sale of foreclosed assets				6			8
Cash Paid During the Period for
	Interest on deposits				1,275			1,710
	Interest on borrowings				1,618			3,339
	Income taxes				1,742			419

See Notes to Consolidated Financial Statements.

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

Note 1: Business Combinations

The business combinations consummated by Washington Mutual, Inc., and its consolidated subsidiaries (the "Company"), during 2001 and 2002 have been accounted for using the purchase method. Accordingly, the purchase price of each acquisition was first allocated to the tangible assets and liabilities and identifiable intangible assets based on their estimated fair values as of the closing date of the transaction, with the excess purchase price over the fair values recorded as goodwill. Results of operations for the business combinations are included from the date of acquisition.

On January 4, 2002, the Company acquired by merger Dime Bancorp, Inc. ("Dime") for a total purchase price of approximately $5.3 billion, which included approximately $1.5 billion in cash, approximately 96.4 million shares of common stock valued at $37.74 per share, the conversion of 109 million Dime Litigation Tracking Warrants™ ("LTW"), valued at $0.33 per warrant, into the contingent right to receive the Company's common stock, and the conversion of Dime stock options, valued at approximately $90 million, into options to purchase Company common stock. For purposes of this merger, Washington Mutual's common stock was valued based upon the average price of Washington Mutual common stock for the five-day trading period from June 21-27, 2001. This acquisition resulted in the recognition of goodwill of approximately $4 billion. This amount, as well as the estimated fair values assigned to the assets received and liabilities assumed, may change as certain estimates and contingencies are finalized.

The Company acquired Dime to create a broad-based platform for its retail banking operations in the greater New York metropolitan area. With the addition of the mortgage operations of Dime's subsidiary, North American Mortgage Company, the Company enhanced its position as one of the nation's largest mortgage lending franchises.

During the first quarter of 2002, the Company recorded a restructuring liability of $125 million related to the acquisition of Dime. The restructuring liability was recorded as an adjustment to goodwill. This liability included an initial reserve of approximately $100 million for severance and other costs related to the Company's announced plan to eliminate approximately 2,900 Dime positions. The majority of the staff reductions are the result of eliminating redundant headquarters and back office positions. The remaining $25 million of the original restructuring liability primarily consists of disposition costs related to exiting leasehold and other contractual obligations of Dime. During the six months ended June 30, 2002, the Company reduced the severance portion of the restructuring liability by approximately $20 million due to a reduction of 900 Dime positions that are expected to be eliminated. The Company also utilized approximately $50 million of the severance liability due to the termination of approximately 650 employees and utilized $3 million of the restructuring liability related to the exiting of leasehold and other contractual obligations.

The fair value of the net assets acquired in the Dime acquisition was as follows:

			January 4, 2002
			(in millions)
Assets:
	Cash and cash equivalents		$	497
	AFS securities			1,359
	Loans held for sale			5,577
	Loans held in portfolio, net of allowance for loan and lease losses			16,099
	Investment in FHLBs			427
	MSR			926
	Goodwill			4,012
	Other intangible assets			223
	Other assets			2,153

		Total assets	$	31,273

Liabilities:
	Deposits		$	15,171
	Borrowings			10,126
	Other liabilities			700

		Total liabilities		25,997

		Net assets acquired	$	5,276

Other intangible assets represent a core deposit intangible with an estimated useful life of 7 years. None of the goodwill balance is expected to be deductible for tax purposes.

Unaudited Pro Forma Combined Financial Data Reflecting the Dime Acquisition

The unaudited pro forma combined amounts presented below give effect to the merger with Dime as if it had been consummated on January 1, 2001. As the acquisition occurred on January 4, 2002, the pro forma combined information for the three and six months ended June 30, 2002, would not be materially different than the actual results for those periods and, therefore, is not presented. The unaudited pro forma information is not necessarily indicative of the results of operations that would have resulted had the merger been completed at the beginning of the applicable periods presented, nor is it necessarily indicative of the results of operations in future periods.

		Three Months Ended June 30, 2001	Six Months Ended June 30, 2001
		(in millions, except per share amounts)
Net interest income		$1,855	$3,380
Provision for loan and lease losses		103	203
Noninterest income		997	1,941
Noninterest expense		1,324	2,533
Income taxes		524	947
Net income		901	1,638
Net income attributable to common stock		899	1,635
Weighted average number of common shares outstanding (in thousands)
	Basic	954,273	938,972
	Diluted	969,123	951,390
Net income per common share
	Basic	$ 0.94	$ 1.74
	Diluted	$ 0.93	$ 1.72

In addition to the acquisition of Dime, the Company acquired certain operating assets of HomeSide Lending, Inc. ("HomeSide") on March 1, 2002 for approximately $1.2 billion in cash. With this acquisition, the Company acquired approximately $1 billion in loans held for sale and a servicing technology platform valued at $52 million. The Company agreed to subservice HomeSide's mortgage servicing portfolio for a fee and acquired

a right to make a first offer to purchase the associated mortgage servicing rights retained by HomeSide if it elects to seek proposals to sell such rights in the future.

Note 2: Earnings Per Share

Information used to calculate earnings per share ("EPS") was as follows:

			Three Months Ended June 30,				Six Months Ended June 30,
			2002		2001		2002		2001
			(dollars in millions, except per share amounts)
Net income
	Net income		$ 984		$ 798		$1,935		$1,439
	Accumulated dividends on preferred stock		(2	)	(2	)	(4	)	(3	)

	Net income attributable to common stock		$ 982		$ 796		$1,931		$1,436

Weighted average shares (in thousands)
	Basic weighted average number of common shares outstanding		954,662		857,912		951,177		842,611
	Dilutive effect of potential common shares from:
		Stock options	9,911		8,631		9,256		8,907
		Premium Income Equity Securities ^SM	1,671		1,529		1,516		1,166
		Trust Preferred Income Equity Redeemable Securities ^SM	7,909		4,690		6,768		2,345

	Diluted weighted average number of common shares outstanding		974,153		872,762		968,717		855,029

Net income per common share
	Basic		$ 1.03		$ 0.93		$ 2.03		$ 1.70
	Diluted		1.01		0.91		1.99		1.68

Options to purchase an additional 269,689 and 42,546 shares of common stock were outstanding at June 30, 2002 and 2001, but were not included in the computation of diluted EPS because their inclusion would have had an antidilutive effect.

Additionally, as part of the 1996 business combination with Keystone Holdings, Inc. (parent of American Savings Bank, F.A.), 18 million shares of common stock, with an assigned value of $18.49 per share, are held in escrow for the benefit of the general and limited partners of Keystone Holdings, Inc., the Federal Savings and Loan Insurance Corporation Resolution Fund and their transferees. 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 June 30, 2002, the conditions were not met, and, therefore, the shares were not included in the above computations.

Note 3: Mortgage Banking Activities

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

			Three Months Ended June 30,						Six Months Ended June 30,
			2002			2001			2002			2001
			(in millions)
Balance, beginning of period			$	459,375		$	218,678		$	382,500		$	85,875
	SFR:
		Additions through acquisitions		–			133,028			49,242			255,634
		Other additions		58,262			35,349			123,693			56,558
		Loan payments		(40,339	)		(22,167	)		(78,155	)		(33,179	)
	Net change in commercial real estate loan servicing portfolio			11			811			29			811

Balance, end of period			$	477,309		$	365,699		$	477,309		$	365,699

Changes in the balance of MSR, net of the valuation allowance, were as follows:

			Three Months Ended June 30,						Six Months Ended June 30,
			2002			2001			2002			2001
			(in millions)
Balance, beginning of period			$	7,955		$	3,456		$	6,241		$	1,017
	SFR:
		Additions through acquisitions		–			2,681			926			4,823
		Other additions		856			937			2,078			1,421
		Amortization		(504	)		(208	)		(983	)		(332	)
		Impairment adjustment		(1,107	)		(74	)		(1,062	)		(137	)
		Sale of excess servicing		(711	)		–			(711	)		–
	Net change in commercial real estate MSR			–			7			–			7

Balance, end of period ⁽¹⁾			$	6,489		$	6,799		$	6,489		$	6,799

⁽¹⁾: At June 30, 2002 and 2001, aggregate MSR fair value was $6.49 billion and $7.03 billion.

Changes in the valuation allowance for MSR were as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2002			2001		2002			2001
	(in millions)
Balance, beginning of period	$	1,669		$	75	$	1,714		$	12
Impairment adjustment		1,107			75		1,062			138
Sale of excess servicing		(208	)		–		(208	)		–

Balance, end of period	$	2,568		$	150	$	2,568		$	150

At June 30, 2002, the expected weighted average life of the Company's MSR was 4.4 years. Projected amortization expense for the gross carrying value of MSR at June 30, 2002 is estimated to be as follows (in millions):

Remainder of 2002		$	1,054
2003			1,619
2004			1,186
2005			932
2006			753
2007			615
After 2007			2,898

Gross carrying value of MSR			9,057
Less: valuation allowance			2,568

	Net carrying value of MSR	$	6,489

The projected amortization expense of MSR is an estimate and should be used with caution. The amortization expense for future periods was calculated by applying the same quantitative factors, such as actual MSR prepayment experience, that were used to determine amortization expense for the second quarter of 2002. These factors are inherently subject to significant fluctuations, primarily due to the effect that changes in long-term interest rates have on loan prepayment experience. Accordingly, any projection of MSR amortization in future periods is limited by the conditions that existed at the time the calculations were performed, and may not be indicative of actual amortization expense that will be recorded in future periods.

Note 4: Goodwill and Other Intangible Assets

The results for the three and six months ended June 30, 2002, include the effect of adopting Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 provides that goodwill is no longer amortized and the value of an identifiable intangible asset must be amortized over its useful life, unless the asset is determined to have an indefinite useful life. Goodwill must be tested for

impairment at the reporting unit level as of the beginning of the fiscal year in which SFAS No. 142 is adopted and at least annually thereafter. A reporting unit represents an operating segment or a component of an operating segment. The Company has identified four reporting units for purposes of impairment testing.

The Company has performed a transitional impairment test on the goodwill of each reporting unit using a discounted cash flow model and determined that the fair value of the Company's assets, net of liabilities, exceeded the recorded book value of the goodwill at January 1, 2002. On an ongoing basis (absent any impairment indicators), the Company expects to perform an impairment test during the third quarter of each year. Since there were no impairment indicators during the period, no impairment loss was recorded for the six months ending June 30, 2002.

Had the Company been accounting for its goodwill under SFAS No. 142 for all periods presented, the Company's net income and earnings per share would have been as follows:

		Three Months Ended June 30,						Six Months Ended June 30,
		2002			2001			2002			2001
		(in millions, except per share amounts)
Net Income:
	Income before income taxes	$	1,552		$	1,267		$	3,052		$	2,281
	Add back: goodwill previously amortized		–			33			–			62

	Income before income taxes, excluding amortization of goodwill		1,552			1,300			3,052			2,343
	Income tax expense		(568	)		(474	)		(1,117	)		(850	)

	Net income, excluding amortization of goodwill		984			826			1,935			1,493
	Redeemable preferred stock dividends		(2	)		(2	)		(4	)		(3	)

	Adjusted net income attributable to common stock	$	982		$	824		$	1,931		$	1,490

Basic earnings per share:
	Net income, as reported	$	1.03		$	0.93		$	2.03		$	1.70
	Goodwill amortization, net of tax		–			0.03			–			0.07
	Adjusted net income		1.03			0.96			2.03			1.77
Diluted earnings per share:
	Net income, as reported	$	1.01		$	0.91		$	1.99		$	1.68
	Goodwill amortization, net of tax		–			0.03			–			0.06
	Adjusted net income		1.01			0.94			1.99			1.74

		Year Ended December 31,
		2001			2000			1999
		(in millions, except per share amounts)
Net Income:
	Income before income taxes	$	4,932		$	2,984		$	2,884
	Add back: goodwill previously amortized		136			83			80

	Income before income taxes, excluding amortization of goodwill		5,068			3,067			2,964
	Income tax expense		(1,833	)		(1,104	)		(1,083	)

	Net income, excluding amortization of goodwill		3,235			1,963			1,881
	Redeemable preferred stock dividends		(7	)		–			–

	Adjusted net income attributable to common stock	$	3,228		$	1,963		$	1,881

Basic earnings per share:
	Net income, as reported	$	3.65		$	2.37		$	2.12
	Goodwill amortization, net of tax		0.14			0.08			0.07
	Adjusted net income		3.79			2.45			2.19
Diluted earnings per share:
	Net income, as reported	$	3.59		$	2.36		$	2.11
	Goodwill amortization, net of tax		0.14			0.08			0.07
	Adjusted net income		3.73			2.44			2.18

Changes in the carrying amount of goodwill for the six months ended June 30, 2002, by reporting unit were as follows:

	Six Months Ended June 30, 2002
					Specialty Finance
	Banking and Financial Services		Home Loans and Insurance Services		WM Finance		Commercial Lending		Total
	(in millions)
Balance at January 1, 2002	$	436	$	1,179	$	59	$	307	$	1,981
Additions related to Dime		2,453		832		–		727		4,012
Other		34		–		–		–		34

Balance at June 30, 2002	$	2,923	$	2,011	$	59	$	1,034	$	6,027

During the first quarter of 2002, the Company acquired a $223 million core deposit intangible and $3 million of other intangible assets as a result of the acquisitions of Dime and HomeSide. During the second quarter of 2002, the Company increased goodwill associated with the Dime acquisition by $59 million due to various adjustments to the fair values assigned to the assets received and liabilities assumed and a $77 million adjustment of the total purchase price related to the valuation of Dime stock options.

Intangible asset balances (excluding MSR) as of June 30, 2002 were as follows:

		June 30, 2002
		Carrying Amount		Accumulated Amortization		Net		Weighted Average Useful Life
		(in millions)
Core deposit intangible		$	633	$	289	$	344	8.5 years
Intangibles related to acquired branches ⁽¹⁾			488		312		176	13.5 years
Other intangible assets			5		2		3	7.1 years

	Total intangible assets	$	1,126	$	603	$	523	10.7 years

⁽¹⁾: Represents intangible assets as defined by SFAS No. 72, Accounting for Certain Acquisitions of Banking and Thrift Institutions.

The Company has no identifiable intangible assets with indefinite useful lives.

Amortization expense for the net carrying amount of intangible assets (excluding MSR) at June 30, 2002 is estimated to be as follows (in millions):

Remainder of 2002		$	50
2003			95
2004			76
2005			72
2006			70
2007			70
After 2007			90

	Net carrying amount of intangible assets	$	523

Note 5: Operating Segments

The Company has identified three major operating segments for the purpose of management reporting: Banking and Financial Services; Home Loans and Insurance Services; and Specialty Finance. Unlike financial accounting, there is no comprehensive, authoritative guidance for management reporting. The management reporting 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 product type and customer segments.

The Company continues to enhance its segment reporting process methodologies. These methodologies 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 net interest income between funds users and funds providers; (2) a calculation of the provision for loan and lease losses based on management's current assessment of the expected losses for loan products within each segment, which differs from the "losses inherent in the loan portfolio" methodology that is used to measure the allowance for loan and lease losses under generally accepted accounting principles; and (3) the utilization of an activity-based costing approach to measure allocations of certain operating expenses that were not directly charged to the segments. Changes to the operating segment structure and to certain of the foregoing performance measurement methodologies were made during the latter part of 2001 and the first quarter of 2002. Results for the prior periods have been revised to conform to these changes.

The Banking and Financial Services Group ("Banking & FS") offers a comprehensive line of consumer and business financial products and services to individuals and small and middle market businesses. In addition to traditional banking products, Banking & FS offers investment management and securities brokerage services, and distributes annuity products through the Company's subsidiaries and affiliates. The group's services are offered through multiple delivery channels, including financial centers, business banking centers, ATMs, the internet and 24-hour telephone banking centers.

The Home Loans and Insurance Services Group ("Home Loans Group") originates, purchases, sells, securitizes and services the Company's SFR mortgage loans. These mortgage assets may either be retained in the Company's portfolio, sold or securitized. The group's loan products are made available to consumers through various distribution channels, which include retail home loan centers, financial centers, correspondent financial institutions, prime and specialty wholesale home loan centers, consumer direct contact through call centers, and the internet. The Home Loans Group also includes the activities of Washington Mutual Insurance Services, Inc., an insurance agency that supports the mortgage lending process, as well as the insurance needs of consumers doing business with the Company. Additionally, the Home Loans Group manages the Company's captive private mortgage and hazard reinsurance activities.

The Specialty Finance Group conducts operations through the Company's banking subsidiaries and Washington Mutual Finance Corporation ("Washington Mutual Finance"). The Specialty Finance Group provides real estate secured financing primarily for multi-family properties. Commercial real estate lending, residential builder construction finance and mortgage banker financing are also part of the group's secured financing activities. This group also offers commercial banking services through Washington Mutual Bank and Washington Mutual Bank, FA and conducts a consumer finance business through Washington Mutual Finance.

The Corporate Support/Treasury & Other category includes management of the Company's interest rate risk, liquidity, capital, borrowings and purchased investment securities portfolios. To the extent not allocated to the business segments, this category also includes the costs of the Company's technology services, facilities, legal, accounting, human resources and community reinvestment functions. Also reported in this category are the net impact of transfer pricing for loan and deposit balances including the effects of changes in interest rates on the Company's net interest margin, the difference between the expected loss-based provision for loan and lease losses for the operating segments and the Company's provision, the effects of inter-segment allocations of financial hedge gains and losses, and the elimination of inter-segment noninterest income and noninterest expense.

Financial highlights by operating segment were as follows:

			Three Months Ended June 30, 2002
			Banking and Financial Services		Home Loans and Insurance Services			Specialty Finance		Corporate Support/Treasury & Other			Total
			(in millions)
Condensed income statement:
	Net interest income		$	899	$	856		$	283	$	62		$	2,100
	Provision for loan and lease losses			50		59			61		(10	)		160
	Noninterest income			540		599	⁽¹⁾		19		50			1,208
	Noninterest expense			746		604			73		173			1,596
	Income taxes			244		305			63		(44	)		568

	Net income		$	399	$	487		$	105	$	(7	)	$	984

		Average loans	$	20,627	$	118,365		$	29,722	$	165		$	168,879
		Average assets		25,025		156,357			31,105		54,349			266,836
		Average deposits		111,425		11,056			2,701		5,466			130,648

⁽¹⁾: Includes a $1.19 billion allocation of pretax financial hedge gains transferred from the Corporate Support/Treasury & Other category for the three months ended June 30, 2002.

			Three Months Ended June 30, 2001
			Banking and Financial Services		Home Loans and Insurance Services		Specialty Finance		Corporate Support/Treasury & Other			Total
			(in millions)
Condensed income statement:
	Net interest income		$	570	$	519	$	251	$	333		$	1,673
	Provision for loan and lease losses			21		37		69		(35	)		92
	Noninterest income			443		300		19		43			805
	Noninterest expense			600		296		64		159			1,119
	Income taxes			148		189		51		81			469

	Net income		$	244	$	297	$	86	$	171		$	798

		Average loans	$	12,992	$	106,383	$	29,101	$	228		$	148,704
		Average assets		16,326		146,993		29,929		30,594			223,842
		Average deposits		82,687		6,571		2,886		2,685			94,829

			Six Months Ended June 30, 2002
			Banking and Financial Services		Home Loans and Insurance Services			Specialty Finance		Corporate Support/Treasury & Other			Total
			(in millions)
Condensed income statement:
	Net interest income		$	1,647	$	1,645		$	582	$	622		$	4,496
	Provision for loan and lease losses			96		120			129		(10	)		335
	Noninterest income			1,050		998	⁽²⁾		43		(75	)		2,016
	Noninterest expense			1,432		1,102			151		440			3,125
	Income taxes			443		548			130		(4	)		1,117

	Net income		$	726	$	873		$	215	$	121		$	1,935

		Average loans	$	19,954	$	121,551		$	30,169	$	135		$	171,809
		Average assets		24,286		160,132			31,557		59,536			275,511
		Average deposits		107,820		10,841			2,700		5,907			127,268

⁽²⁾: Includes a $1.07 billion allocation of pretax net financial hedge gains transferred from the Corporate Support/Treasury & Other category for the six months ended June 30, 2002.

			Six Months Ended June 30, 2001
			Banking and Financial Services		Home Loans and Insurance Services		Specialty Finance		Corporate Support/Treasury & Other			Total
			(in millions)
Condensed income statement:
	Net interest income		$	1,108	$	960	$	470	$	495		$	3,033
	Provision for loan and lease losses			40		73		135		(73	)		175
	Noninterest income			829		608		33		85			1,555
	Noninterest expense			1,169		517		123		323			2,132
	Income taxes			276		375		92		99			842

	Net income		$	452	$	603	$	153	$	231		$	1,439

		Average loans	$	12,414	$	102,372	$	27,772	$	255		$	142,813
		Average assets		15,649		144,842		28,572		29,271			218,334
		Average deposits		81,338		4,925		2,321		2,672			91,256

Note 6: Recently Adopted Accounting Standards

In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, Recission of FASB Statements No.4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections, that, among various topics, eliminated the requirement that all forms of gains or losses on debt extinguishments, such as the liquidation of repurchase agreements, be reported as extraordinary items. The early termination of repurchase agreements is a normal part of our asset and liability management strategy. As encouraged by this pronouncement, we applied the provisions of SFAS No. 145 related to the treatment of debt extinguishments as of January 1, 2002. Accordingly, the gain from the liquidation of repurchase agreements for the three and six months ended June 30, 2002 in the amount of $121 million and $195 million is now recorded as a component of noninterest income. Similar gains that were recorded as extraordinary items in the third and fourth quarter of 2001 will be reclassified as a component of noninterest income when comparative financial statements that include those prior periods are presented.

Financial Review

Summary Financial Data

			Three Months Ended June 30,						Six Months Ended June 30,
			2002			2001			2002			2001
			(in millions, except per share amounts and ratios)
PROFITABILITY
	Net interest income		$	2,100		$	1,673		$	4,496		$	3,033
	Net interest margin			3.54	%		3.21	%		3.65	%		2.94	%
	Noninterest income		$	1,208		$	805		$	2,016		$	1,555
	Noninterest expense			1,596			1,119			3,125			2,132
	Net income			984			798			1,935			1,439
	Net income per common share:
		Basic	$	1.03		$	0.93		$	2.03		$	1.70
		Diluted		1.01			0.91			1.99			1.68
	Basic weighted average number of common shares outstanding (in thousands)			954,662			857,912			951,177			842,611
	Diluted weighted average number of common shares outstanding (in thousands)			974,153			872,762			968,717			855,029
	Return on average assets			1.48	%		1.43	%		1.40	%		1.32	%
	Return on average common equity			20.27			24.72			20.42			23.59
	Efficiency ratio, excluding amortization of other intangible assets			47.45			43.40	⁽¹⁾		47.21			44.75	⁽¹⁾
	Efficiency ratio, including amortization of other intangible assets			48.22			45.14	⁽²⁾		47.99			46.47	⁽²⁾
ASSET QUALITY
Period end:
	Nonaccrual loans ⁽³⁾		$	2,232		$	1,257		$	2,232		$	1,257
	Foreclosed assets			274			203			274			203
	Total nonperforming assets			2,506			1,460			2,506			1,460
	Restructured loans			119			158			119			158
		Total nonperforming assets and restructured loans		2,625			1,618			2,625			1,618
	Allowance for loan and lease losses			1,665			1,170			1,665			1,170
		Allowance as a percentage of total loans held in portfolio		1.14	%		0.89	%		1.14	%		0.89	%
Period-to-date:
	Provision for loan and lease losses		$	160		$	92		$	335		$	175
	Net charge offs			116			75			215			133
CAPITAL ADEQUACY
	Stockholders' equity/total assets			7.50	%		5.85	%		7.50	%		5.85	%
	Stockholders' equity ⁽⁴⁾ /total assets ⁽⁴⁾			7.51			5.77			7.51			5.77
	Tangible common equity ⁽⁴⁾⁽⁵⁾ /total assets ⁽⁴⁾⁽⁵⁾			5.28			5.00			5.28			5.00
	Estimated total risk-based capital/risk-weighted assets ⁽⁶⁾			12.40			11.75			12.40			11.75

⁽¹⁾: Excludes amortization of goodwill.
⁽²⁾: Includes amortization of goodwill.
⁽³⁾: Excludes nonaccrual loans held for sale.
⁽⁴⁾: Excludes unrealized net gain/loss on available-for-sale ("AFS") securities and derivatives.
⁽⁵⁾: Excludes goodwill and intangible assets but includes mortgage servicing rights ("MSR").
⁽⁶⁾: Estimate of what the total risk-based capital ratio would be if Washington Mutual, Inc. was a bank holding company that complies with Federal Reserve Board capital requirements.

Summary Financial Data (Continued)

			Three Months Ended June 30,				Six Months Ended June 30,
			2002		2001		2002		2001
			(in millions, except per share amounts and ratios)
SUPPLEMENTAL DATA
	Average balance sheet:
		Average loans	$	168,879	$	148,704	$	171,809	$	142,813
		Average interest-earning assets		236,504		207,549		245,789		203,953
		Average total assets		266,836		223,842		275,511		218,334
		Average interest-bearing deposits		108,231		79,335		105,612		78,015
		Average noninterest-bearing deposits		22,417		15,494		21,656		13,241
		Average stockholders' equity		19,392		12,887		18,910		12,175
	Period-end balance sheet:
		Total loans held in portfolio, net of allowance for loan and lease losses		145,001		130,381		145,001		130,381
		Total loans held for sale		21,147		20,053		21,147		20,053
		Total interest-earning assets		233,896		212,216		233,896		212,216
		Total assets		261,281		229,298		261,281		229,298
		Total interest-bearing deposits		108,441		79,269		108,441		79,269
		Total noninterest-bearing deposits		20,628		17,685		20,628		17,685
		Total stockholders' equity		19,586		13,411		19,586		13,411
	Dividends declared per common share		$	0.26	$	0.22	$	0.51	$	0.43

Cautionary Statements

This section contains forward-looking statements, which are not historical facts and pertain to our future operating results. These forward-looking statements are within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts. When used in this report, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or words of similar meaning, or future or conditional verbs, such as "will," "would," "should," "could," or "may" are generally intended to identify forward-looking statements. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the results discussed in these forward-looking statements due to the following factors, among others:

•: changes in general business and economic conditions may significantly affect our earnings;
•: our inability to effectively manage the volatility of our mortgage banking business could adversely affect our earnings;
•: the impact of rising interest rates may result in an increase in our cost of interest-bearing liabilities, which could outpace the increase in the yield on interest-earning assets and lead to a reduction in the net interest margin;
•: our inability to effectively integrate the operations and personnel of companies we have acquired could adversely affect our earnings and financial condition;
•: the concentration of operations in California could adversely affect our operating results if the California economy or real estate market declines;
•: competition from other financial services companies in our markets could adversely affect our ability to achieve our financial goals; and
•: changes in the regulation of financial services companies could adversely affect our business.

Overview

Washington Mutual, Inc. is a financial services company committed to serving consumers and small to mid-sized businesses. When we refer to "we" or "Washington Mutual" or the "Company" in this Form 10-Q, we mean Washington Mutual, Inc., and its consolidated subsidiaries. We accept deposits from the general public, originate, purchase, service and sell residential loans, make consumer loans and commercial real estate loans (primarily loans secured by multi-family properties), and engage in certain commercial banking activities such as providing credit facilities and cash management and deposit services. We originate, sell and service specialty mortgage finance loans and provide direct installment loans and purchase retail installment contracts. We also market annuities and other insurance products, offer full service securities brokerage services, and act as the investment advisor to, and the distributor of, mutual funds.

During the first quarter of 2002, the Company completed two acquisitions. On January 4, 2002, we completed our acquisition of New York-based Dime Bancorp, Inc. ("Dime"). This acquisition added approximately $31 billion to our asset base and increased our deposit base by approximately $15 billion. On March 1, 2002, we acquired for cash, certain operating assets of HomeSide Lending, Inc. ("HomeSide"). HomeSide was the U.S. mortgage unit of the National Australia Bank Limited ("National"). National retained ownership of HomeSide's mortgage servicing rights, along with the related hedges and certain other assets and liabilities. We subservice HomeSide's mortgage servicing portfolio, which was approximately $160 billion as of June 30, 2002, pursuant to a subservicing agreement. Among other rights granted to us under the subservicing agreement, we acquired a right to make a first offer to purchase HomeSide's mortgage servicing rights if HomeSide elects to seek proposals to sell these rights in the future.

The acquisition of Dime contributed significantly to the growth in our mortgage lending business, and accordingly, resulted in significant increases in our MSR and our loans serviced for others portfolio. At the date of acquisition, Dime added $926 million to the MSR balance and also added $49,242 million to the loans serviced for others portfolio. Substantially all of the increase in the loan subservicing portfolio was a result of the HomeSide acquisition.

The Company's total assets decreased to $261,281 million at June 30, 2002 from $275,223 million at March 31, 2002. This decrease in total assets was primarily the result of the Company adjusting its holdings of MSR risk management instruments, which resulted in a decline in the available-for-sale securities portfolio of $8.5 billion. In a privately-placed securitization, the Company also sold 22 basis points of excess servicing on $91 billion of existing, conforming single-family loans that we service for others. Excess servicing is the difference between the normal servicing fee (typically 25 basis points in the case of conforming fixed-rate loans) and the total servicing fee we have a right to receive. This transaction reduced our net MSR balance by $711 million and had a nominal impact on the Consolidated Statements of Income.

Variances in the amounts reported on the Consolidated Statements of Income between the three months ended June 30, 2002 and the comparable period in 2001 are partially attributable to the results from the aforementioned acquisitions as well as the acquisition of Fleet Mortgage Corp. ("Fleet"). These acquisitions were accounted for as purchase transactions and thus the results of those operations are included within the consolidated results of the Company from the date of acquisition.

Critical Accounting Policies

Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, we have identified two policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of our financial statements. These policies relate to the valuation of our MSR and rate lock commitments, and the methodology for the determination of our allowance for loan and lease losses .

There are other complex accounting standards that require the Company to employ significant judgment in interpreting and applying certain of the principles prescribed by those standards. These judgments include, but are not limited to, the determination of whether a financial instrument or other contract meets the definition of a derivative in accordance with Statement of Financial Accounting Standards ("SFAS" or "Statement") No. 133, Accounting for Derivative Instruments and Hedging Activities , and the applicable hedge deferral criteria . These policies and the judgments, estimates and assumptions are described in greater detail in subsequent sections of Management's Discussion and Analysis and in Note 1 to the Consolidated Financial Statements included in the

Company's 2001 Annual Report on Form 10-K. We believe that the judgments, estimates and assumptions used in the preparation of our Consolidated Financial Statements are appropriate given the factual circumstances at the time. However, given the sensitivity of our Consolidated Financial Statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition.

Recently Issued Accounting Standards

In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities . This Statement requires that a liability for costs associated with exit or disposition activities be recognized when the liability is incurred and be measured at fair value and adjusted for changes in estimated cash flows. Existing generally accepted accounting principles provide for the recognition of such costs at the date of management's commitment to an exit plan. Under SFAS No. 146, management's commitment to an exit plan would not be sufficient, by itself, to recognize a liability. The Statement is effective for exit or disposal activities initiated after December 31, 2002 and is not expected to have a material impact on the results of operations or financial condition of the Company.

Earnings Performance

Net Interest Income

Net interest income increased $427 million and $1,463 million, or 26% and 48% for the three and six months ended June 30, 2002 compared with the same periods in 2001. A majority of the increase in net interest income was due to improvement in the net interest margin. The net interest margin was 3.54% and 3.65% for the three and six months ended June 30, 2002 compared with 3.21% and 2.94% for the same periods in 2001. The increase in the margin was primarily due to significantly lower wholesale borrowing rates during the three and six months ended June 30, 2002, as compared with the same periods in 2001. Since our wholesale borrowing rates are closely correlated with interest rate policy changes made by the Federal Reserve and reprice more quickly to current market rates than our interest-earning assets, the margin benefited from the Federal Reserve's 200 basis point reduction in the Federal Funds rate, which declined from 3.75% in June 2001 to 1.75% in June 2002. An increase in average interest-earning assets, a majority of which resulted from the addition of the Dime loan portfolio and the mortgage banking operations of Dime and Fleet, also contributed to the growth in net interest income.

The net interest margin for the three months ended June 30, 2002 decreased 20 basis points from the net interest margin of 3.74% for the three months ended March 31, 2002 as a result of the lag effect of last year's Federal Reserve rate cuts on asset yields and an increase in borrowing rates that resulted from the Company's interest-rate risk management initiatives, which included extending the maturities of fixed-rate wholesale borrowings. We anticipate that the net interest margin will continue to decrease throughout the remainder of 2002 if interest rates remain at their current levels or trend upward.

Certain average balances, together with the total dollar amounts of interest income and expense and the weighted average interest rates, were as follows:

						Three Months Ended June 30,
						2002						2001
						Average Balance		Rate		Interest Income or Expense		Average Balance		Rate		Interest Income or Expense
						(dollars in millions)
Assets
Interest-earning assets:
	Federal funds sold and securities purchased under resale agreements					$	1,995	1.89	%	$	10	$	263	4.31	%	$	3
	AFS securities ⁽¹⁾ :
		Mortgage-backed securities ("MBS")					22,471	5.96			335		43,051	7.26			781
		Investment securities					38,436	4.97			477		11,459	5.56			159
	Loans ⁽²⁾⁽³⁾ :
		Single-family residential ("SFR")					108,312	5.87			1,588		98,642	7.32			1,806
		Specialty mortgage finance ⁽⁴⁾					10,423	9.75			254		8,175	9.99			204

			Total SFR				118,735	6.21			1,842		106,817	7.53			2,010
		SFR construction ⁽⁵⁾					2,272	7.05			40		2,964	8.35			62
		Second mortgage and other consumer:
			Banking subsidiaries				16,057	6.66			267		9,428	8.78			207
			Washington Mutual Finance Corporation ("Washington Mutual Finance")				2,566	16.50			106		2,518	16.86			106
		Commercial business					4,963	5.54			69		5,045	7.58			96
		Commercial real estate:
			Multi-family				17,432	5.98			261		17,121	8.09			346
			Other commercial real estate				6,854	6.46			111		4,811	8.09			97

				Total loans			168,879	6.38			2,696		148,704	7.87			2,924
	Other						4,723	5.67			67		4,072	6.79			69

					Total interest-earning assets		236,504	6.06			3,585		207,549	7.59			3,936
Noninterest-earning assets:
	MSR						7,828						4,623
	Goodwill						5,952						2,034
	Other						16,552						9,636

				Total assets		$	266,836					$	223,842

Liabilities
Interest-bearing liabilities:
	Deposits:
		Interest-bearing checking				$	36,991	2.65			245	$	6,097	1.46			22
		Savings accounts and money market deposit accounts ("MMDAs")					32,249	1.51			122		35,845	3.32			296
		Time deposit accounts					38,991	3.06			297		37,393	5.41			505

			Total interest-bearing deposits				108,231	2.46			664		79,335	4.16			823
	Federal funds purchased and commercial paper						3,562	1.75			16		4,661	4.56			53
	Securities sold under agreements to repurchase ("repurchase agreements")						35,812	2.44			218		30,295	4.45			336
	Advances from Federal Home Loan Banks ("FHLBs")						59,651	2.75			408		62,241	5.29			821
	Other						13,976	5.14			179		12,813	7.20			230

				Total interest-bearing liabilities			221,232	2.69			1,485		189,345	4.79			2,263

Noninterest-bearing sources:
	Noninterest-bearing deposits						22,417						15,494
	Other liabilities						3,795						6,116
Stockholders' equity							19,392						12,887

				Total liabilities and stockholders' equity		$	266,836					$	223,842

Net interest spread and net interest income								3.37		$	2,100			2.80		$	1,673

Impact of noninterest-bearing sources								0.17						0.41
Net interest margin								3.54						3.21

⁽¹⁾: Yield is based on average amortized cost balances.
⁽²⁾: Nonaccrual loans were included in the average loan amounts outstanding.
⁽³⁾: Interest income for loans includes amortization of net deferred loan origination costs of $43 million and $48 million for the three months ended June 30, 2002 and 2001.
⁽⁴⁾: Includes purchased subprime loans as well as first mortgages originated by Washington Mutual Finance and Long Beach Mortgage.
⁽⁵⁾: Includes loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale, and loans made directly to the intended occupant of a single-family residence.

						Six Months Ended June 30,
						2002						2001
						Average Balance		Rate		Interest Income or Expense		Average Balance		Rate		Interest Income or Expense
						(dollars in millions)
Assets
Interest-earning assets:
	Federal funds sold and securities purchased under resale agreements					$	1,569	1.79	%	$	14	$	349	5.55	%	$	10
	AFS securities ⁽¹⁾ :
		MBS					23,852	5.66			676		48,450	7.17			1,738
		Investment securities					43,822	4.96			1,083		8,332	5.62			234
	Loans ⁽²⁾⁽³⁾ :
		SFR					111,538	5.97			3,329		94,925	7.49			3,575
		Specialty mortgage finance ⁽⁴⁾					10,404	9.67			503		7,825	10.05			373

			Total SFR				121,942	6.28			3,832		102,750	7.68			3,948
		SFR construction ⁽⁵⁾					2,384	6.82			81		2,706	8.60			116
		Second mortgage and other consumer:
			Banking subsidiaries				15,277	6.75			513		9,114	8.90			404
			Washington Mutual Finance				2,564	16.61			211		2,514	17.04			214
		Commercial business					5,303	5.52			146		4,414	8.09			177
		Commercial real estate:
			Multi-family				17,492	6.17			539		16,851	8.19			690
			Other commercial real estate				6,847	6.64			228		4,464	8.32			186

				Total loans			171,809	6.47			5,550		142,813	8.04			5,735
	Other						4,737	6.15			145		4,009	6.69			133

					Total interest-earning assets		245,789	6.08			7,468		203,953	7.70			7,850
Noninterest-earning assets:
	MSR						7,419						3,734
	Goodwill						5,614						1,694
	Other						16,689						8,953

				Total assets		$	275,511					$	218,334

Liabilities
Interest-bearing liabilities:
	Deposits:
		Interest-bearing checking				$	30,468	2.70			407	$	6,247	1.65			51
		Savings accounts and MMDAs					34,640	1.53			262		35,262	3.70			648
		Time deposit accounts					40,504	3.20			643		36,506	5.59			1,011

			Total interest-bearing deposits				105,612	2.50			1,312		78,015	4.42			1,710
	Federal funds purchased and commercial paper						4,558	1.80			41		4,876	5.23			126
	Repurchase agreements						44,582	1.95			431		30,667	5.24			797
	Advances from FHLBs						62,461	2.68			831		64,248	5.57			1,776
	Other						14,066	5.12			357		11,644	7.07			408

				Total interest-bearing liabilities			231,279	2.59			2,972		189,450	5.13			4,817

Noninterest-bearing sources:
	Noninterest-bearing deposits						21,656						13,241
	Other liabilities						3,666						3,468
Stockholders' equity							18,910						12,175

				Total liabilities and stockholders' equity		$	275,511					$	218,334

Net interest spread and net interest income								3.49		$	4,496			2.57		$	3,033

Impact of noninterest-bearing sources								0.16						0.37
Net interest margin								3.65						2.94

⁽¹⁾: Yield is based on average amortized cost balances.
⁽²⁾: Nonaccrual loans were included in the average loan amounts outstanding.
⁽³⁾: Interest income for loans includes amortization of net deferred loan origination costs of $98 million and $73 million for the six months ended June 30, 2002 and 2001.
⁽⁴⁾: Includes purchased subprime loans as well as first mortgages originated by Washington Mutual Finance and Long Beach Mortgage.
⁽⁵⁾: Includes loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale, and loans made directly to the intended occupant of a single-family residence.

Noninterest Income

Noninterest income consisted of the following:

			Three Months Ended June 30,								Six Months Ended June 30,
			2002			2001			Percentage Change		2002			2001			Percentage Change
			(dollars in millions)
Depositor and other retail banking fees			$	398		$	325		22	%	$	759		$	604		26	%
Securities fees and commissions				98			76		29			180			149		21
Insurance income				39			23		70			86			43		100
SFR mortgage banking (expense) income ⁽¹⁾ :
	Loan servicing fees			560			309		81			1,100			505		118
	Loan subservicing fees			38			3		–			53			3		–
	Amortization of MSR			(504	)		(208	)	142			(983	)		(332	)	196
	Impairment adjustment			(1,107	)		(74	)	–			(1,062	)		(137	)	675
	Other, net			(78	)		(42	)	86			(140	)		(61	)	130

		Net SFR loan servicing (expense) income		(1,091	)		(12	)	–			(1,032	)		(22	)	–
	Loan related income			120			39		208			201			62		224
	Gain from mortgage loans			220			215		2			471			402		17
	Gain from sale of originated MBS			18			22		(18	)		20			95		(79	)

		Total SFR mortgage banking (expense) income		(733	)		264		–			(340	)		537		–
Portfolio loan related income				75			53		42			140			85		65
Gain (loss) from other AFS securities				137			5		–			(161	)		(44	)	266
Revaluation gain (loss) from derivatives				857			1		–			842			(2	)	–
Gain on extinguishment of securities sold under agreements to repurchase				121			–		–			195			–		–
Net settlement income from certain interest-rate swaps				101			–		–			107			–		–
Other income				115			58		98			208			183		14

		Total noninterest income	$	1,208		$	805		50		$	2,016		$	1,555		30

⁽¹⁾: Does not include interest income on loans held for sale or the effect of custodial/escrow deposits on net interest income.

SFR Mortgage Banking (Expense) Income

The increase in SFR loan servicing fees for the three and six months ended June 30, 2002, was mostly the result of the addition of the loan servicing portfolios of Dime and Fleet. Our loans serviced for others portfolio increased from $365,699 million at June 30, 2001 to $477,309 million at June 30, 2002, largely the result of these acquired portfolios. Our strong levels of salable SFR loan volume, in which we retain the servicing relationship, also contributed to the growth in the loan servicing portfolio and the resulting loan servicing fees.

Total loans serviced for others portfolio by type was as follows:

		June 30, 2002
		Unpaid Principal Balance		Weighted Average Servicing Fee
		(in millions)		(in basis points, annualized)
Government		$	76,993	52
Agency			300,928	37
Private			89,438	47
Specialty home loans			9,950	50

	Total loans serviced for others portfolio	$	477,309	41

The decrease in the weighted average servicing fee from 47 basis points at March 31, 2002 to 41 basis points at June 30, 2002 was primarily due to the sale of excess servicing during the second quarter, which decreased the net MSR balance by $711 million but had no impact on the underlying loans serviced for others portfolio.

A decrease in long-term mortgage rates during the second quarter of 2002 led to higher anticipated prepayment rates, which resulted in MSR impairment of $1,107 million and $1,062 million for the three and six months ended June 30, 2002, leaving the MSR impairment reserve at $2,568 million as of June 30, 2002. Continued high volumes of actual prepayment activity during the second quarter of 2002, coupled with the growth of the MSR servicing portfolio, resulted in higher levels of MSR amortization, as compared with the second quarter of 2001.

The value of our MSR asset is subject to prepayment risk. Future expected net cash flows from servicing a loan in our servicing portfolio will not be realized if the loan pays off earlier than we anticipate. Moreover, since most loans within our servicing portfolio do not contain penalty provisions for early payoff, we will not receive a corresponding economic benefit if the loan pays off earlier than expected. MSR are the discounted present value of the future net cash flows we expect to receive from our servicing portfolio. Accordingly, prepayment risk subjects our MSR to impairment risk.

In measuring impairment of MSR, we stratify the loans in our servicing portfolio based on loan type, coupon rate and other predetermined characteristics. We measure MSR impairment by estimating the fair value of each stratum. An impairment allowance for a stratum is recorded when, and in the amount by which, its fair value is less than its carrying value. We estimate fair value using a discounted cash flow ("DCF") model, independent third-party appraisals and management's analysis of observable data to formulate conclusions about anticipated changes in future market conditions, including interest rates. The DCF model estimates the present value of the future net cash flows of the servicing portfolio based on various factors, such as servicing costs, expected prepayment speeds and discount rates, about which management must make assumptions based on future expectations. The reasonableness of management's assumptions about these factors is confirmed through independent broker surveys. Independent appraisals of the fair value of our servicing portfolio are obtained periodically, but not less frequently than annually, and are used by management to evaluate the reasonableness of the value conclusions. At June 30, 2002, key economic assumptions and the sensitivity of the current fair value for SFR MSR to immediate changes in those assumptions were as follows:

		June 30, 2002
		Mortgage Servicing Rights
		Adjustable-Rate Loans			Fixed-Rate Loans			Specialty Home Loans
		(dollars in millions)
Fair value of SFR MSR		$	979		$	5,458		$	45
Expected weighted-average life (in years)			3.4			4.5			2.1
Constant prepayment rate ⁽¹⁾			22.81	%		17.15	%		36.80	%
	Impact on fair value of 25% decrease	$	197		$	1,018		$	9
	Impact on fair value of 50% decrease		477			2,389			22
	Impact on fair value of 25% increase								(7	)
	Impact on fair value of 50% increase								(12	)
	Impact on fair value of 100% increase		(467	)		(2,278	)
	Impact on fair value of 200% increase		(621	)		(3,394	)
Future cash flows discounted at			10.46	%		9.53	%		14.00	%
	Impact on fair value of 10% decrease							$	1
	Impact on fair value of 25% decrease	$	29		$	443			3
	Impact on fair value of 50% decrease		121			981
	Impact on fair value of 25% increase		(110	)		(371	)		(2	)
	Impact on fair value of 50% increase		(164	)		(687	)		(5	)

⁽¹⁾: Represents the expected lifetime average.

These sensitivities are hypothetical and should be used with caution. As the table above demonstrates, our methodology for estimating the fair value of MSR is highly sensitive to changes in assumptions. For example, our determination of fair value uses anticipated prepayment speeds. Actual prepayment experience may differ and any difference may have a material effect on our risk. Changes in fair value based on a variation in assumptions

generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the MSR is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, increases in market interest rates may result in lower prepayments, but credit losses may increase), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time. Refer to "Market Risk Management" for discussion of how MSR prepayment risk is managed and to Note 1 to the Consolidated Financial Statements – "Summary of Significant Accounting Policies" in the Company's 2001 Annual Report on Form 10-K for further discussion of how MSR impairment is measured.

The continuing high volume of refinancing activity allowed us to generate strong levels of salable SFR loan volume in the second quarter. Additionally, the Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Therefore, they are recorded at fair value with changes in fair value recorded in gain from mortgage loans. Rate lock commitments totaled $44,292 million and $84,900 million for the three and six months ended June 30, 2002, compared with $26,428 million and $43,924 million for the same periods in 2001. This increase, coupled with high refinancing levels, resulted in gain from mortgage loans of $220 million and $471 million during the three and six months ended June 30, 2002.

For the three months ended June 30, 2002, we recorded a gain from other AFS securities of $137 million. The gain from AFS securities was primarily related to the sales of fixed-rate U.S. Government agency and treasury bonds. The Company has decreased its primary reliance on investment securities for MSR risk management to a blend of investment securities and interest rate contracts. Accordingly, the Company recognized $857 million of revaluation gain from derivative financial instruments, net settlement income from certain interest-rate swaps of $101 million and a gain from liquidation of repurchase agreements with embedded interest rate floors of $121 million, all of which are used by the Company for MSR risk management purposes.

Gain from sale of originated MBS during the six months ended June 30, 2001 included gains from the sale of adjustable-rate mortgage ("ARM") loans that were securitized in the fourth quarter of 2000 and other MBS that were securitized in earlier periods.

All Other Noninterest Income Analysis

The increase in depositor and other retail banking fees for the three and six months ended June 30, 2002 was primarily due to higher levels of nonsufficient funds and other fees that mostly resulted from an increased number of noninterest bearing checking accounts in comparison with the three and six months ended June 30, 2001. The number of these accounts at June 30, 2002 totaled 5,470,787, an increase of more than 853,000 from June 30, 2001. This increase included approximately 200,000 noninterest bearing checking accounts acquired from Dime during the first quarter of 2002.

Securities fees and commissions increased during the three and six months ended June 30, 2002, substantially due to an increase in sales of fixed annuities.

Insurance income increased during the three and six months ended June 30, 2002 substantially due to the continued growth in our captive reinsurance programs. The Dime acquisition also contributed to an increase in revenues in optional insurance and property and casualty insurance products.

A majority of the growth in portfolio loan related income for the three and six months ended June 30, 2002 was due to increased late charges on the loan portfolio, continued high loan prepayment fees as a result of refinancing activity, and the Dime acquisition.

Other income during the three months ended June 30, 2002 increased substantially due to a $28 million revaluation gain on collateralized mortgage obligations and a gain of $19 million from sale of early pool buy-outs.

Noninterest Expense

Noninterest expense consisted of the following:

		Three Months Ended June 30,							Six Months Ended June 30,
		2002			2001		Percentage Change		2002			2001		Percentage Change
		(dollars in millions)
Compensation and benefits		$	732		$	466	57	%	$	1,422		$	882	61	%
Occupancy and equipment			283			190	49			571			373	53
Telecommunications and outsourced information services			134			105	28			273			211	29
Depositor and other retail banking losses			48			33	45			98			63	56
Amortization of goodwill			–	⁽¹⁾		33	(100	)		–	⁽¹⁾		62	(100	)
Amortization of other intangible assets			26			10	160			51			17	200
Advertising and promotion			69			51	35			113			83	36
Postage			41			33	24			87			62	40
Professional fees			52			51	2			107			88	22
Loan expense			45			24	88			89			40	123
Travel and training			39			25	56			71			47	51
Other expense			127			98	30			243			204	19

	Total noninterest expense	$	1,596		$	1,119	43		$	3,125		$	2,132	47

⁽¹⁾: The Company adopted SFAS No. 142 on January 1, 2002, and no longer amortizes goodwill.

The increase in the employee base compensation and benefits expense for the three and six months ended June 30, 2002 over the same periods a year ago was primarily due to the acquisitions of Dime, HomeSide and Fleet and the hiring of additional staff to support our expanding operations. Full-time equivalent and leased employees ("FTE") were 50,001 at June 30, 2002 compared with 37,106 at June 30, 2001. The Dime, HomeSide and Fleet acquisitions added a total of approximately 11,000 FTE.

The increase in occupancy and equipment expense for the three and six months ended June 30, 2002 resulted primarily from recent acquisitions which increased rent, depreciation, and maintenance on newly leased and acquired properties and computer equipment.

The increase in telecommunications and outsourced information services expense during 2002 was mostly attributable to higher usage of voice and data network services, outsourced data processing services, and internet services. Additionally, the Company added 17 and 151 financial centers during the three and six months ended June 30, 2002 as a result of acquisitions and the opening of Occasio financial centers in new and existing markets, which also contributed to higher telecommunications expense. WorldCom, Inc. is a supplier of telecommunication services to the Company under the terms of a multi-year contract and has not taken action in its bankruptcy proceeding to either affirm or reject the contract.

The increase in depositor and other retail banking losses in the periods reported was substantially due to higher loss levels per account as a result of increases in forgeries and returned deposits.

A significant portion of the increase in amortization of other intangible assets expense during the periods reported was due to the core deposit intangible acquired in the Dime acquisition.

Advertising and promotion expense increased for the periods reported substantially due to seasonal marketing expenses incurred at the branch level and the Dime marketing campaign.

The increase in loan expense for the three and six months ended June 30, 2002 was primarily due to higher direct loan closing costs, which were attributable to an overall increase in loan originations and purchases, and higher mortgage pool payoffs.

The increase in travel and training for the periods reported was primarily due to increased travel related to the Dime and HomeSide acquisitions and the training of new and recently transferred employees.

The increase in other expense during the periods reported was predominantly due to increases in outside services, business taxes, office supplies, increase in reinsurance management fees and security services. Partially offsetting this increase for the six months ended June 30, 2002, was a substantial decrease in contribution expense, as a result of the donation of Concord EFS, Inc. stock to the Washington Mutual Foundation during the second quarter of 2001.

Review of Financial Condition

Assets. At June 30, 2002, our assets were $261,281 million, an increase of 8% from $242,506 million at December 31, 2001. The increase was predominantly attributable to the Dime and HomeSide acquisitions.

Securities. Securities consisted of the following:

				June 30, 2002
				Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
				(in millions)
Available-for-sale securities
Investment securities:
	U.S. Government and agency			$	33,854	$	56	$	(327	)	$	33,583
	Other securities				380		10		(1	)		389
	Equity securities				140		9		(2	)		147

		Total investment securities			34,374		75		(330	)		34,119
MBS:
	U.S. Government and agency				17,850		435		(13	)		18,272
	Private issue				6,226		215		(15	)		6,426

		Total MBS securities			24,076		650		(28	)		24,698

			Total available-for-sale securities	$	58,450	$	725	$	(358	)	$	58,817

				December 31, 2001
				Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
				(in millions)
Available-for-sale securities
Investment securities:
	U.S. Government and agency			$	30,459	$	41	$	(1,143	)	$	29,357
	Other securities				256		5		(3	)		258
	Equity securities				171		2		(7	)		166

		Total investment securities			30,886		48		(1,153	)		29,781
MBS:
	U.S. Government and agency				17,780		441		(23	)		18,198
	Private issue				10,117		264		(11	)		10,370

		Total MBS securities			27,897		705		(34	)		28,568

			Total available-for-sale securities	$	58,783	$	753	$	(1,187	)	$	58,349

		Quarter Ended June 30,						Six Months Ended June 30,
		2002			2001			2002			2001
		(in millions)
Realized gross gains		$	156		$	40		$	281		$	102
Realized gross losses			(1	)		(13	)		(422	)		(51	)

	Realized net gain (loss)	$	155		$	27		$	(141	)	$	51

Our MBS portfolio declined $3,870 million to $24,698 million at June 30, 2002 from $28,568 million at December 31, 2001. This decrease was predominantly related to high prepayment activity and sales in the first and second quarters of 2002. Other investment securities increased $4,338 million to $34,119 million at June 30, 2002 from $29,781 million at December 31, 2001 due to the purchase of U.S. Government agency and treasury bonds.

In late June 2002, the Company recorded an impairment of $106 million on $3.9 billion of treasury bonds that were sold in early July.

Loans. Loans held in portfolio consisted of the following:

			June 30, 2002		December 31, 2001
			(in millions)
SFR			$	85,170	$	82,021
Specialty mortgage finance ⁽¹⁾				10,584		9,821

	Total SFR loans			95,754		91,842
SFR construction:
	Builder ⁽²⁾			1,761		2,127
	Custom ⁽³⁾			372		475
Second mortgage and other consumer:
	Banking subsidiaries			16,655		10,462
	Washington Mutual Finance			2,677		2,586
Commercial business				5,045		5,390
Commercial real estate:
	Multi-family			17,567		15,608
	Other commercial real estate			6,835		4,501

		Total loans held in portfolio	$	146,666	$	132,991

⁽¹⁾: Includes purchased subprime loan portfolios as well as first mortgages originated by Washington Mutual Finance.
⁽²⁾: Represents loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale.
⁽³⁾: Represents construction loans made directly to the intended occupant of a single-family residence.

Substantially all of the increase in loans held in portfolio was a result of the Dime acquisition along with high volumes of loan originations and purchases. This increase was partially offset by continuing high levels of prepayment activity within our SFR (excluding specialty mortgage finance) portfolio.

Loan volume was as follows:

			Three Months Ended June 30,				Six Months Ended June 30,
			2002		2001		2002		2001
			(in millions)
SFR:
	ARMs		$	16,093	$	7,968	$	32,701	$	15,213
	Fixed rate			30,999		26,316		70,230		37,477
	Specialty mortgage finance ⁽¹⁾			3,358		2,987		6,678		5,220

		Total SFR loan volume		50,450		37,271		109,609		57,910
SFR construction:
	Builder ⁽²⁾			589		839		1,006		1,914
	Custom ⁽³⁾			136		248		232		370
Second mortgage and other consumer:
	Banking subsidiaries			3,912		2,165		7,632		3,500
	Washington Mutual Finance			536		505		988		954
Commercial business				598		819		1,241		1,575
Commercial real estate:
	Multi-family			1,242		850		2,106		1,402
	Other commercial real estate			316		324		652		638

		Total loan volume	$	57,779	$	43,021	$	123,466	$	68,263

⁽¹⁾: Includes purchased subprime loan portfolios as well as first mortgages originated by Washington Mutual Finance and Long Beach Mortgage.
⁽²⁾: Represents loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale.
⁽³⁾: Represents construction loans made directly to the intended occupant of a single-family residence.

Loan volume by channel was as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
		2002		2001		2002		2001
		(in millions)
Originated		$	39,667	$	29,147	$	83,205	$	49,761
Purchased/Correspondent			18,112		13,874		40,261		18,502

	Total loan volume by channel	$	57,779	$	43,021	$	123,466	$	68,263

Refinancing activity ⁽¹⁾ was as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
		2002		2001		2002		2001
		(in millions)
SFR:
	ARMs	$	10,575	$	5,419	$	24,732	$	9,740
	Fixed rate		16,584		17,895		42,517		24,185
SFR construction			15		10		28		16
Second mortgage and other consumer			687		82		1,328		141
Commercial real estate			537		392		859		577

	Total refinances	$	28,398	$	23,798	$	69,464	$	34,659

⁽¹⁾: Includes loan refinancings entered into by both new and pre-existing loan customers.

A majority of the increased volume of purchased/correspondent loans during the three and six months ended June 30, 2002 was due to the expansion of our correspondent lending activities which predominantly resulted from the acquisition of Dime, HomeSide and Fleet. Purchased/correspondent volume for specialty mortgage finance loans was $1,309 million and $2,823 million for the three and six months ended June 30, 2002, compared with $1,448 million and $2,497 million for the three and six months ended June 30, 2001.

Other Assets

Other assets consisted of the following:

		June 30, 2002		December 31, 2001
		(in millions)
Premises and equipment		$	2,418	$	1,999
Investment in bank-owned life insurance			1,899		1,535
Accrued interest receivable			1,497		1,416
Foreclosed assets			274		228
Government National Mortgage Association ("GNMA") early pool buy-outs			2,315		1,849
Other intangible assets			523		349
Other			5,943		3,213

	Total other assets	$	14,869	$	10,589

GNMA early pool buy-outs represent advances made to GNMA mortgage pools that are guaranteed by the Federal Housing Administration or by the Department of Veterans Affairs (collectively, the "guarantors"). These advances are made to buy out government agency-guaranteed delinquent loans, pursuant to the Company's servicing agreements. The Company, on behalf of the guarantors, undertakes the collection and foreclosure process. After the foreclosure process is complete, the Company is reimbursed for most of the principal and interest advances to security holders and a majority of the administrative costs of the foreclosure. The Company has recorded a valuation allowance to provide for the unreimbursed portion of these advances and administrative costs of $60 million at June 30, 2002, compared with $42 million at December 31, 2001.

Deposits consisted of the following:

			June 30, 2002		December 31, 2001
			(in millions)
Checking accounts:
	Interest bearing		$	41,509	$	15,295
	Noninterest bearing			20,402		22,441

				61,911		37,736
Savings accounts				10,299		6,970
MMDAs				20,746		25,514
Time deposit accounts				36,113		36,962

		Total deposits	$	129,069	$	107,182

Deposits increased to $129,069 million at June 30, 2002 from $107,182 million at December 31, 2001. As a result of the acquisition of Dime, we added $15.17 billion in deposits. At June 30, 2002, total deposits included $9.44 billion in custodial/escrow deposits related to loan servicing activities, compared with $10.11 billion at December 31, 2001. Time deposit accounts decreased by $849 million from year-end 2001, primarily as a result of decreases in liquid certificates of deposit and the Institutional Certificate of Deposit program, substantially offset by the addition of $6.10 billion of time deposit accounts included in the Dime acquisition.

Checking accounts, savings accounts and MMDAs ("transaction deposits") increased to 72% of total deposits at June 30, 2002, compared with 66% at year-end 2001. These products generally have the benefit of lower interest costs, compared with time deposit accounts. A majority of the increase in interest bearing checking accounts was due to the growth in Platinum Checking deposits, which increased from $9.40 billion at December 31, 2001 to $35.35 billion at June 30, 2002. During the quarter, over 137,434 Platinum Checking accounts were opened. This account combines a money market rate of interest with the convenience of a checking account. Even though transaction deposits are more liquid, we consider them to be the core relationship with our customers, as they provide a more stable source of long-term funding than time deposits. At June 30, 2002, deposits funded 49% of total assets, compared with 44% at year-end 2001.

Borrowings. Our borrowings primarily take the form of repurchase agreements and advances from the Federal Home Loan Banks of Seattle, San Francisco, Dallas and New York. The exact mix at any given time is dependent upon the market pricing of the individual borrowing sources.

Other borrowings increased by $1,441 million during the first half of 2002 primarily due to the issuance of senior and subordinated debt, and trust preferred income securities acquired from Dime. Refer to "Liquidity" for further discussion of funding sources.

Off-Balance Sheet Activities

In the ordinary course of business, we routinely securitize and sell residential mortgage loans, and from time to time, commercial mortgage loans into the secondary market. In general, these securitizations are structured without recourse to the Company. As part of non-agency securitizations, we use qualifying special purpose entities to facilitate the transfer of mortgage loans into the secondary market. These entities are generally not consolidated within our financial statements since they satisfy the criteria required by SFAS No. 140, Accounting for the Transfers and Servicing of Financial Assets and Extinguishments of Liabilities .

The Company has not used unconsolidated special purpose entities as a mechanism to remove nonaccrual loans and foreclosed assets ("nonperforming assets") from the balance sheet.

Asset Quality

Nonaccrual Loans, Foreclosed Assets and Restructured Loans

Loans are generally placed on nonaccrual status when they are four payments or more past due or when the timely collection of the principal of the loan, in whole or in part, is not expected. Management's classification of a loan as nonaccrual or restructured does not necessarily indicate that the principal of the loan is uncollectible in whole or in part.

Nonaccrual loans and foreclosed assets ("nonperforming assets") and restructured loans consisted of the following:

				June 30, 2002			March 31, 2002			December 31, 2001
				(dollars in millions)
Nonaccrual loans:
	SFR			$	1,092		$	1,177		$	974
	Specialty mortgage finance ⁽¹⁾				420			418			358

			Total SFR nonaccrual loans		1,512			1,595			1,332
	SFR construction:
		Builder ⁽²⁾			44			57			26
		Custom ⁽³⁾			8			15			10
	Second mortgage and other consumer:
		Banking subsidiaries			66			72			64
		Washington Mutual Finance			88			91			84
	Commercial business				177			186			159
	Commercial real estate:
		Multi-family			65			51			56
		Other commercial real estate			272			324			299

			Total nonaccrual loans		2,232			2,391			2,030
Foreclosed assets					274			267			228

			Total nonperforming assets	$	2,506		$	2,658		$	2,258
			As a percentage of total assets		0.96	%		0.97	%		0.93	%
Restructured loans				$	119		$	130		$	118

			Total nonperforming assets and restructured loans	$	2,625		$	2,788		$	2,376

⁽¹⁾: Includes purchased subprime loans as well as first mortgages originated by Washington Mutual Finance.
⁽²⁾: Represents loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale.
⁽³⁾: Represents construction loans made directly to the intended occupant of a single-family residence.

Nonaccrual loans decreased to $2,232 million at June 30, 2002 from $2,391 million at March 31, 2002 but remain above the $2,030 million at December 31, 2001. Of the increase in nonaccrual loans during the six months ended June 30, 2002, approximately $88 million was attributable to loans acquired in connection with the Dime acquisition. These Dime originated nonaccrual loans are concentrated in SFR as well as the commercial business and commercial real estate loan categories.

Nonaccrual loans held for sale, which are excluded from the nonaccrual balances presented above, were $114 million, $122 million, and $123 million at June 30, 2002, March 31, 2002 and December 31, 2001. Loans held for sale are accounted for at lower of aggregate cost or market value ("LOCOM"), with valuation changes included as adjustments to gain from mortgage loans.

SFR loans (excluding specialty mortgage finance) on nonaccrual status increased by $118 million from December 31, 2001, although for the quarter just ended, nonaccrual SFR showed improvement, declining $85 million or 7% from March 31, 2002. Management believes SFR nonaccrual loans declined during the quarter due to a stabilizing economy, a continuing strong housing market, and improved collection efforts internally.

At June 30, 2002, commercial business nonaccrual loans were up $18 million from December 31, 2001 due primarily to the addition of $20 million from Dime and a $32 million increase in nonaccruals in franchise finance loans. These increases were offset by declines in the commercial syndication portfolios. The franchise finance loans portfolio balance of $815 million at June 30, 2002 includes term loans made to owners of franchise businesses such as restaurants (both fast food and family dining), convenience stores and auto lubrication businesses.

Commercial business nonaccrual loans decreased from the previous quarter primarily as a result of decreases in Small Business Administration ("SBA") nonaccrual loans. At June 30, 2002, the SBA portfolio totaled $375 million, of which loans on nonaccrual were $53 million compared with a portfolio of $367 million with nonaccrual loans of $65 million at March 31, 2002. This represents a slight decline from last quarter primarily due to transfers to real estate owned and principal write downs of $28 million. These charge offs reflect management's estimate of the anticipated recoveries after considering certain loan guarantees provided by the SBA.

Our multi-family loan portfolio comprises 72% of all commercial real estate loans at June 30, 2002. These loans continue to experience low nonaccrual levels as nonaccrual loans in this category represented only 0.37% of total multi-family loans at June 30, 2002, compared with 0.36% of the total multi-family loans at December 31, 2001.

Nonaccrual other commercial real estate loans decreased $27 million during the first half of the year primarily due to the foreclosure of nine properties totaling $31 million plus charge offs on nonaccrual loans of $12 million. Partially offsetting these declines was the addition of $10 million from Dime.

The increase of $46 million in foreclosed assets since December 31, 2001 includes $12 million of inventory from Dime as well as significant increases in properties secured by SFR and other commercial real estate.

Provision and Allowance for Loan and Lease Losses

When available information confirms that specific loans or portions thereof are uncollectible, these amounts are charged off against the allowance for loan and lease losses. The existence of some or all of the following criteria will generally confirm that a loss has been incurred: the loan is significantly delinquent and the borrower has not evidenced the ability or intent to bring the loan current; the Company has no recourse to the borrower, or if it does, the borrower has insufficient assets to pay the debt; or the fair value of the loan collateral is significantly below the current loan balance and there is little or no near-term prospect for improvement. Consumer loans secured by collateral other than real estate are charged off if and when they exceed a specified number of days contractually delinquent (120 days for substantially all loans). Single-family residential loans and consumer loans secured by real estate are written down to the fair value of the underlying collateral (less projected cost to sell) when they are contractually delinquent 180 days.

After considering the stabilizing economy, along with the growth in the commercial and specialty mortgage finance loan portfolios, and relatively high levels of nonaccrual loans, a $160 million provision for loan and lease losses was recorded in the second quarter of 2002. The provision was $44 million in excess of the $116 million in net charge offs during the quarter. As a percentage of average loans held in portfolio, annualized net charge offs were 0.31% and 0.29% for the three and six months ended June 30, 2002, compared with 0.23% and 0.20% for the same periods in 2001. Net charge offs were $116 million and $215 million for the three and six months ended June 30, 2002, compared with $75 million and $133 million for the same periods in 2001.

The allowance for loan and lease losses represents management's estimate of credit losses inherent in our loan and lease portfolios as of the balance sheet date. Management performs regular reviews in order to identify these inherent losses, and to assess the overall collection probability for these portfolios. This process provides an allowance that consists of two components: allocated and unallocated. To arrive at the allocated component, we combine estimates of the allowance needed for loans that are evaluated collectively, such as single family residential and specialty mortgage finance, and loans that are analyzed individually, such as commercial business and commercial real estate.

The determination of the allocated component for loans that are evaluated collectively involves the monitoring of delinquency, default, and loss rates (among other factors that determine portfolio risk) and an assessment of current economic conditions, particularly in geographic areas where we have significant

concentrations. Loss factors are based on the analysis of the historical performance of each loan category and an assessment of portfolio trends and conditions, as well as specific risk factors impacting the loan and lease portfolios. These factors are then applied to the collective total of the loan balances and commitments.

Loans within the commercial business, commercial real estate and builder single-family residential construction categories are reviewed on an individual basis and loss factors are applied based on the risk rating assigned to the loan. A specific allowance, which is part of the allocated component, may be assigned on these loan types if they have been individually determined to be impaired. Loans are considered impaired when it is probable that we will be unable to collect all amounts contractually due as scheduled, including contractual interest payments. For loans that are determined to be impaired, the amount of impairment is measured by a discounted cash flow analysis, using the loan's effective interest rate, except when it is determined that the only source of repayment for the loan is the operation or liquidation of the underlying collateral. In such cases, the current fair value of the collateral, reduced by estimated disposal costs, will be used in place of discounted cash flows. In estimating the fair value of collateral, we evaluate various factors, such as occupancy and rental rates in our real estate markets and the level of obsolescence that may exist on assets acquired from commercial business loans.

In estimating the amount of credit losses inherent in our loan and lease portfolios, various judgments and assumptions are made. For example, when assessing the condition of the overall economic environment, assumptions are made regarding future market conditions and their impact on the loan and lease portfolios. In the event the national economy were to sustain a prolonged downturn, the loss factors applied to our portfolios may need to be revised, which may significantly impact the measurement of the allowance for loan and lease losses. For impaired loans that are collateral-dependent, the estimated fair value of the collateral may deviate significantly from the proceeds received when the collateral is sold. To mitigate the imprecision inherent in most estimates of expected credit losses, the allocated component of the allowance is supplemented by an unallocated component. The unallocated component reflects our judgmental assessment of the impact that various factors may have on the overall measurement of credit losses. These factors include, but are not limited to, general economic and business conditions affecting the key lending areas of the Company, credit quality and collateral value trends, loan concentrations, specific industry conditions within portfolio segments, recent loss experience in particular segments of the portfolio, duration of the current business cycle, regulatory examination results and findings of the Company's internal credit review function.

Refer to Note 1 to the Consolidated Financial Statements – "Summary of Significant Accounting Policies" in our 2001 Annual Report on Form 10-K for further discussion of the Allowance for Loan and Lease Losses.

Changes in the allowance for loan and lease losses were as follows:

				Three Months Ended June 30,						Six Months Ended June 30,
				2002			2001			2002			2001
				(dollars in millions)
Balance, beginning of period				$	1,621		$	1,158		$	1,404		$	1,014
Allowance acquired through business combinations/other					–			(5	)		141			114
Provision for loan and lease losses					160			92			335			175

					1,781			1,245			1,880			1,303
Loans charged off:
	SFR				(11	)		(14	)		(22	)		(20	)
	Specialty mortgage finance ⁽¹⁾				(8	)		(5	)		(17	)		(12	)

			Total SFR charge offs		(19	)		(19	)		(39	)		(32	)
	Second mortgage and other consumer:
		Banking subsidiaries			(22	)		(16	)		(43	)		(28	)
		Washington Mutual Finance			(46	)		(34	)		(89	)		(67	)
	Commercial business				(46	)		(12	)		(72	)		(16	)
	Commercial real estate:
		Other commercial real estate			(5	)		(3	)		(7	)		(6	)

			Total loans charged off		(138	)		(84	)		(250	)		(149	)
Recoveries of loans previously charged off:
	SFR				–			1			–			2
	Second mortgage and other consumer:
		Banking subsidiaries			3			1			6			2
		Washington Mutual Finance			5			5			10			10
	Commercial business				14			1			19			1
	Commercial real estate:
		Other commercial real estate			–			1			–			1

			Total recoveries of loans previously charged off		22			9			35			16

		Net charge offs			(116	)		(75	)		(215	)		(133	)

Balance, end of period				$	1,665		$	1,170		$	1,665		$	1,170

Net charge offs (annualized) as a percentage of average loans held in portfolio					0.31	%		0.23	%		0.29	%		0.20	%
Allowance as a percentage of total loans held in portfolio					1.14			0.89			1.14			0.89

⁽¹⁾: Includes purchased subprime loans as well as first mortgages originated by Washington Mutual Finance.

Operating Segments

We manage our business along three major operating segments: Banking and Financial Services, Home Loans and Insurance Services, and Specialty Finance. Refer to Note 5 to the Consolidated Financial Statements – "Operating Segments" – for information regarding the key elements of our management reporting methodologies used to measure segment performance.

Banking and Financial Services

Net income was $399 million and $726 million for the three and six months ended June 30, 2002, up from $244 million and $452 million for the same periods a year ago. Net interest income was $899 million and $1,647 million for the three and six months ended June 30, 2002, up $329 million or 58% and $539 million or 49% from $570 million and $1,108 million for the three and six months ended June 30, 2001. These increases in net interest income are mostly due to the decrease in interest expense on deposit accounts and increase in interest income from consumer loans. Noninterest income increased to $540 million and $1,050 million during the three and six months ended June 30, 2002 from $443 million and $829 million for the same periods in 2001. The increases in noninterest income were largely due to the increase in depositor and other retail banking fees associated with higher collections of nonsufficient funds and other fees on existing noninterest bearing checking

accounts and growth in new noninterest bearing checking accounts. The number of noninterest bearing checking accounts increased by 18% (including approximately 200,000 accounts acquired from Dime) since June 30, 2001.

Primarily reflecting increases in compensation and benefits expense, occupancy and equipment expense, and depositor and other retail banking losses, noninterest expense increased to $746 million and $1,432 million during the three and six months ended June 30, 2002, compared with $600 million and $1,169 million for the same periods in 2001. The acquisition of Dime also contributed to the increase during 2002.

Total assets increased by 35% from December 31, 2001, mostly due to the growth in loans held in portfolio as a result of the Dime acquisition along with high volumes of loan originations and correspondent purchases.

Home Loans and Insurance Services

Segment results for the Home Loans and Insurance Services Group were significantly impacted by the addition of the mortgage operations of Dime, HomeSide, and Fleet.

Net income was $487 million and $873 million for the three and six months ended June 30, 2002, up from $297 million and $603 million for the same periods a year ago. Net interest income was $856 million and $1,645 million during the three and six months ended June 30, 2002, up from $519 million and $960 million during the same periods in 2001 predominantly due to a decrease in funding costs that resulted from lower interest rates. Partially offsetting the decrease in funding costs was a reduction in interest income on AFS mortgage-backed securities and SFR mortgages.

Noninterest income increased to $599 million and $998 million during the three and six months ended June 30, 2002, compared with $300 million and $608 million for the same periods a year ago. The increases were primarily due to higher SFR loan related income, portfolio loan related income and insurance income. The increase in these income sources was primarily due to the acquisitions of Dime, HomeSide and Fleet and increases in late fees on loan payments.

Noninterest expense rose to $604 million and $1,102 million for the three and six months ended June 30, 2002 from $296 million and $517 million for the comparable periods in 2001. The increases were largely due to higher compensation and benefits expense and occupancy and equipment expense, resulting from the expanded loan servicing operations added by the Dime, HomeSide, and Fleet acquisitions. Additionally, the continued development of a new loan origination platform contributed to the increase in noninterest expense.

Total assets increased by 4% from December 31, 2001, substantially as a result of the growth of SFR mortgage loans, which grew primarily as a result of the Dime, HomeSide, and Fleet acquisitions. Partially offsetting this increase was a decrease in mortgage-backed securities resulting from higher prepayment activity and higher sales in the first and second quarter of 2002.

Specialty Finance

Net income for the three and six months ended June 30, 2002 was $105 million and $215 million, up from $86 million and $153 million for the same periods a year ago. Net interest income was $283 million and $582 million during the three and six months ended June 30, 2002, up from $251 million and $470 million during the same periods in 2001. The increases in net interest income predominantly reflected the lower interest expense on funding sources. Partially offsetting this decrease was lower interest income from multi-family and other commercial real estate loans.

Noninterest income for the three months ended June 30, 2002 and 2001 was $19 million. Noninterest income increased to $43 million for the six months ended June 30, 2002, from $33 million for the same period a year ago, largely due to higher portfolio loan related income recognized during the six months ended June 30, 2002 compared to the same period in 2001.

Noninterest expense increased to $73 million and $151 million for the three and six months ended June 30, 2002 from $64 million and $123 million for the same periods in 2001. These increases were largely attributable to higher compensation and benefits expense and other operating expenses in part due to the acquisition of Dime.

Total assets increased by 9% from December 31, 2001, primarily due to the acquisition of Dime.

Liquidity

The objective of liquidity management is to ensure the Company has the continuing ability to maintain cash flows that are adequate to fund operations and meet obligations and other commitments on a timely and cost-effective basis.

The principal sources of liquidity for our consolidated enterprise are customer deposits, wholesale borrowings, the sale and securitization of mortgage loans into secondary market channels, the maturity and repayment of portfolio loans and MBS, and agency and treasury bonds held in our available-for-sale securities portfolio. Among these sources, transaction deposits and wholesale borrowings from Federal Home Loan Bank advances and repurchase agreements continue to provide the Company with a significant source of stable funding. During the six months ended June 30, 2002, those sources funded 70% of average total assets. Our continuing ability to retain our transaction deposit customer base and to attract new deposits is dependent on various factors, such as customer service satisfaction levels and the competitiveness of interest rates offered on our deposit products. We expect that Federal Home Loan Bank advances and repurchase agreements will continue to be our most significant sources of wholesale borrowings during 2002, and we expect to have the requisite assets available to pledge as collateral to obtain these funds.

To supplement these funding sources, our bank subsidiaries also raise funds in domestic and international capital markets. In April 2001, our two most significant bank subsidiaries, Washington Mutual Bank, FA ("WMBFA") and Washington Mutual Bank ("WMB"), established a $15 billion Global Bank Note Program (the "Program"). The Program facilitates issuance of both senior and subordinated debt in the United States and in international capital markets on both a syndicated and non-syndicated basis and in a variety of currencies and structures. Through June 30, 2002, our bank subsidiaries had issued $3.6 billion of senior notes and $1 billion of subordinated notes under the Program. At June 30, 2002, $10.4 billion remained available for issuance.

Liquidity for Washington Mutual, Inc. (the "Parent Company") is generated through its ability to raise funds in various capital markets, and through dividends from subsidiaries, lines of credit and commercial paper programs.

A significant portion of the Parent Company's funding was received from dividends paid by our bank subsidiaries. Although we expect the Parent Company to continue to receive bank subsidiary dividends during 2002, such dividends are limited by various regulatory requirements related to capital adequacy and retained earnings. For more information on dividend restrictions applicable to our banking subsidiaries, refer to "Business – Regulation and Supervision" and Note 17 to the Consolidated Financial Statements – "Regulatory Capital Requirements and Dividend Restrictions" in the Company's 2001 Annual Report on Form 10-K.

In November 2001, the Parent Company filed a shelf registration with the Securities and Exchange Commission that allows for the issuance of $1.5 billion of senior and subordinated debt in the United States and in international capital markets and in a variety of currencies and structures. In January 2002, $1 billion of senior debt securities were issued under this shelf registration. In April 2002, the Parent Company filed a shelf registration with the Securities and Exchange Commission that allows for the issuance of an additional $1 billion of senior and subordinated debt in the United States and in international capital markets and in a variety of currencies and structures. The proceeds from the sale of debt securities will be used for general corporate purposes.

At June 30, 2002, the Parent Company shared two revolving credit facilities totaling $1.2 billion with Washington Mutual Finance. These facilities provided back-up for the commercial paper programs of the Parent Company and Washington Mutual Finance as well as funds for general corporate purposes. At June 30, 2002, the Parent Company had no commercial paper outstanding and the amount available under these shared facilities, net of the amount of commercial paper outstanding at Washington Mutual Finance, was $627 million. On August 12, 2002, the Parent Company and Washington Mutual Finance entered into a new three-year revolving credit facility totaling $800 million. This credit facility replaces the two revolving credit facilities totaling $1.2 billion that were in effect at June 30, 2002 and will be used for the same purposes as the previous credit facilities.

Effective July 31, 2002, Washington Mutual Finance, entered into an agreement with Westdeutsche Landesbank Girozentrale ("WestLP") to participate in a $300 million asset-backed commercial paper conduit program. This commercial paper program has a 364-day term with an option to extend for up to two additional

364-day periods. The new revolving credit facility entered into on August 12, 2002 does not provide back-up for this commercial paper program.

Capital Adequacy

Reflecting the effects of the Dime acquisition and strong earnings during the six months ended June 30, 2002, the ratio of stockholders' equity to total assets increased to 7.50% at June 30, 2002 from 5.80% at year-end 2001.

The regulatory capital ratios of WMBFA, WMB and Washington Mutual Bank fsb ("WMBfsb") and the minimum regulatory requirements to be categorized as well capitalized were as follows:

	June 30, 2002
	June 30, 2002						Well-Capitalized Minimum
	WMBFA		WMB		WMBfsb		Well-Capitalized Minimum
Tier 1 capital to adjusted total assets (leverage)	5.94	%	6.21	%	7.81	%	5.00	%
Adjusted tier 1 capital to total risk-weighted assets	9.71		9.72		11.49		6.00
Total risk-based capital to total risk-weighted assets	11.63		10.96		12.72		10.00

Our federal savings bank subsidiaries are also required by Office of Thrift Supervision regulations to maintain tangible capital of at least 1.50% of assets. WMBFA and WMBfsb both satisfied this requirement at June 30, 2002.

Our broker-dealer subsidiaries are also subject to capital requirements. At June 30, 2002, both of our securities subsidiaries were in compliance with their applicable capital requirements.

In April 1999, the Board of Directors ("Board") approved a share repurchase program. From the second quarter of 1999 through June 30, 2000, we purchased a total of 100 million shares as part of our previously authorized total of 167 million shares. We did not repurchase any of our common stock from the second quarter of 2000 until the fourth quarter of 2001. Management instead focused on internal growth and acquisitions as a means of deploying capital during this time. On October 19, 2001, we announced the resumption of our share repurchase program and repurchased an additional seven million shares during the fourth quarter of 2001. An additional one million shares were repurchased during the second quarter of 2002. At June 30, 2002, our remaining repurchase authority was approximately 59 million shares.

On July 16, 2002, the Board approved an expansion to our share repurchase program. Under the expanded program, the Company is authorized to repurchase approximately 41 million additional shares of common stock, increasing our remaining purchase authority to approximately 100 million shares. Management may engage in future share repurchases as liquidity conditions permit and market conditions warrant.

Market Risk Management

Certain of the statements contained within this section that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are intended to assist in the understanding of how our financial performance would be affected by the circumstances described in this section. However, such performance involves risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. See "Cautionary Statements."

Market risk is defined as the sensitivity of income, fair market values and capital to changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates or prices. The primary market risk to which we are exposed is interest rate risk. Substantially all of our interest rate risk arises from instruments, positions and transactions entered into for purposes other than trading. They include loans, MSR, securities, deposits, borrowings, long-term debt and derivative financial instruments.

We are exposed to different types of interest rate risks. These risks include lag, repricing, basis, prepayment, and lifetime cap risk. These risks are described in further detail within the "Market Risk Management" section of Management's Discussion and Analysis in our 2001 Annual Report on Form 10-K.

We manage interest rate risk within an overall asset/liability management framework. The principal objective of our asset/liability management is to manage the sensitivity of net income to changing interest rates.

Asset/liability management is governed by a policy reviewed and approved annually by our Board. The Board has delegated the responsibility to oversee the administration of this policy to the Directors' Loan and Investment Committee.

Overview of Our Interest Rate Risk Profile

Increases or decreases in interest rates can cause changes in net income, fluctuations in the fair value of assets and liabilities, such as MSR, investment securities and derivatives, and changes in noninterest income and noninterest expense, particularly gain from mortgage loans and loan servicing fees. Our interest rate risk arises because as market interest rates change, assets and liabilities reprice, mature or prepay at different times or frequencies or in accordance with different indices.

Our sensitivity to changes in interest rates is affected, in part, by the slope of the yield curve. Changes in short-term rates generally have a more immediate effect on our borrowing and deposit rates than on our asset yields. Our deposits and borrowings typically reprice faster than our mortgage loans and securities. The slower repricing of assets results mainly from the lag effect inherent in loans and MBS indexed to the 12-month average of the annual yields on actively traded U.S. Treasury securities adjusted to a constant maturity of one year and to the 11 ^th District FHLB monthly weighted average cost of funds index ("COFI"). The increase in the net interest margin tends to peak a few months after short-term rates stabilize and then trends downward until asset yields reprice to current market levels.

Prepayments, loan production, loan mix and gain from mortgage loans are normally all affected by changes in long-term rates and the slope of the yield curve. When long-term rates decline, prepayments tend to increase and refinancing activity also increases, leading to higher overall loan production. In a low rate environment, the percentage of new loans that are fixed-rate also increases. This in turn leads to higher gain from mortgage loans, due to our practice of selling the majority of our fixed-rate volume through secondary market channels. Although balance sheet shrinkage may occur during periods of declining or low long-term rates, net interest income may increase due to the expansion of the net interest margin.

Conversely, when long-term rates increase, prepayments slow and overall loan production is reduced. At the same time, the percentage of new loans that are adjustable-rate loans increases, and we generally retain these loans within our portfolio. Accordingly, balance sheet growth may occur in a rising long-term rate environment, although net interest income may decrease due to the contraction of the net interest margin.

Changes in long-term rates also impact the fair value and the amortization rate of MSR. The fair value of MSR decreases and the amortization rate increases in a declining long-term interest rate environment due to the higher prepayment activity, resulting in the potential for impairment and a reduction in net loan servicing income. During periods of rising long-term interest rates, the amortization rate of MSR decreases and the fair value of MSR increases, resulting in the potential recovery of the MSR valuation allowance and an increase in net loan servicing income.

Management of Interest Rate Risk

We manage our balance sheet to mitigate the impact of changes in market interest rates on net income. Key components of this strategy include the origination and retention of short-term and adjustable-rate assets and the origination and sale of most fixed-rate and certain hybrid ARM loans and the management of MSR.

We attempt to match our interest-earning assets with interest-bearing liabilities that have similar repricing characteristics. For example, the interest rate risk of holding fixed-rate loans is managed primarily with transaction deposits and long-term fixed-rate borrowings, while the risk of holding ARMs is managed primarily with short-term borrowings. Periodically, mismatches are identified and modified with interest rate contracts and embedded derivatives.

The interest rate contracts that are classified as asset/liability management instruments are intended to assist in the management of our net interest income. These contracts are used to effectively lengthen the repricing period of our interest-bearing funding sources in order to partially offset the temporary compression of the net interest margin that occurs during periods of rising short-term interest rates. The types of contracts used for this purpose consist of interest rate caps, collars, corridors, pay-fixed swaps and payer (pay-fixed) swaptions. The aggregate notional amount of these contracts totaled $46.08 billion at June 30, 2002. None of the interest

rate caps had strike rates that were in effect at June 30, 2002. The payer swaptions are exercisable upon maturity, which ranges from February 2003 to February 2004. These swaptions provide protection in a rapidly rising interest rate environment, because these instruments offer a mechanism for fixing the rate on our deposits and borrowings to an interest rate that could be lower than eventual market levels. In addition to using interest rate contracts to help mitigate margin compression during periods of rising short-term interest rates, we may also directly extend the repricing frequency of our funding sources by supplanting short-term borrowings with longer term, fixed-rate instruments.

We also held $4.38 billion of receive-fixed interest rate swaps classified as asset/liability management instruments at June 30, 2002. These instruments are intended to reduce the interest expense on long-term, fixed-rate borrowings during stable or falling interest rate environments. Subordinated debt, which generally qualifies as a component of Tier 2 risk-based capital, provides an excellent source of long-term funds. However, the interest rates on long-term borrowings, such as subordinated debt, may be significantly higher than the interest rate on shorter-term instruments. Therefore, we have purchased receive-fixed interest rate swaps to obtain an attractive funding rate while maintaining the debt as a component of risk-based capital.

We analyze the change in fair value of our MSR portfolio under a variety of parallel shifts in the yield curve. As part of our overall approach to enterprise interest rate risk management, we manage potential impairment in the fair value of MSR and increased amortization levels of MSR by a comprehensive risk management program. This risk management program is comprised of three elements. The first element within this program uses the changes in the fair value of the risk management instruments, which include investment securities and interest rate contracts, to offset the changes in fair value and higher amortization levels of MSR. The intent is that decreases (increases) in the fair value of MSR are offset by increases (decreases) in the value of the investment securities and interest rate contracts. The investment securities generally consist of fixed-rate debt securities, such as agency and treasury bonds and mortgage-backed securities, including principal-only strips. The interest rate contracts typically consist of interest rate floors, receive-fixed interest rate swaps and receiver (receive-fixed) swaptions. Some of the interest rate floors are embedded in borrowings. We classify the interest rate contracts used in this strategy as MSR risk management instruments. The receive-fixed interest rate swaps, receiver swaptions and stand alone interest rate floors are accorded mark-to-market accounting treatment. Changes in the fair value of these instruments are recorded as revaluation gain (loss) from derivatives, while the interest income on the swaps is recorded as net settlement income from certain interest-rate swaps. Changes in interest expense on the embedded interest rate floors are recorded in net interest income, while a gain or loss on the termination of the instrument would be recorded as gain (loss) on extinguishment of securities sold under agreements to repurchase.

During the second quarter, we reduced our holdings of fixed-rate bonds and increased the holding of receive-fixed interest rate swaps, receiver swaptions, interest rate floors and mortgage-backed securities. The current mix of instruments is intended to enhance the efficiency of the risk management program and to deploy capital more effectively. It has also increased the notional amount of instruments receiving mark-to-market accounting treatment. This reduces the need to liquidate certain risk management instruments to generate gains or losses that offset changes in the fair value and amortization of MSR.

We adjust the mix of instruments used to manage MSR fair value changes as interest rate and market conditions warrant. The intent is to maintain an efficient and fairly liquid mix as well as a diverse portfolio of risk management instruments with broad maturity ranges. We may elect to increase or decrease our concentration of specific instruments during certain times based on the slope of the yield curve and other market conditions. We believe this approach will result in the most efficient strategy. However, our net income could be adversely affected if we are unable to execute or manage this strategy effectively.

The second element for managing changes in the fair value of MSR is the natural hedge that is inherent in our business. The current composition of the balance sheet and the increase in net income in a declining rate environment act, to some extent, as a hedge to MSR impairment and higher amortization. Lower interest rates also contribute to increased loan volume, particularly fixed-rate loan production. Since our strategy is to sell most of our fixed-rate loans, the higher volume would generally result in higher gain from mortgage loans. We may adjust our holdings of MSR risk management instruments based on the expected income, and the timing of such income, from the natural business hedge.

The third and final element of this risk management program focuses on the management of the size of the MSR asset and its normal and excess servicing components. As a result of this element of the program, we sold excess servicing during the second quarter of 2002. The sale reduced the carrying value of MSR but did not affect the customer composition of our loan servicing portfolio, thus allowing us to retain all of our customer relationships. We are also striving to reduce the excess servicing we retain on future loan sales. Depending on market conditions and our desire to expand customer relationships, we may periodically sell or purchase additional servicing in the future. The current market conditions may present favorable opportunities to purchase additional servicing.

Overall, we believe our risk management program will minimize net income sensitivity under most interest rate environments. However, the success of this program is dependent on the judgments we make regarding the direction and timing of changes in long-term interest rates and the resulting decisions that are made regarding the amount and the mix of MSR risk management instruments that we believe are appropriate to manage MSR fair value risk. It is also dependent on the recognition of the estimates inherent in the projection of the natural business hedge. Our net income could be adversely affected if we are unable to effectively implement, execute or manage this strategy.

We also hedge the risks associated with our mortgage pipeline. The mortgage pipeline consists of fixed- and adjustable-rate SFR loans to be sold in the secondary market. The risk associated with the mortgage pipeline is the potential change in interest rates between the time the customer locks in the rate on the loan and the time the loan is sold. This period is usually 60 to 90 days. To hedge this risk, we execute forward sales agreements and option contracts. A forward sales agreement protects us in a rising interest rate environment, since the sales price and delivery date are already established. A forward sales agreement is different, however, from an option contract in that we are obligated to deliver the loan to the third party on the agreed-upon future date. Consequently, if the loan does not fund, we may not have the necessary assets to meet the commitment; therefore, we may be required to purchase other assets, at current market prices, to satisfy the forward sales agreement. To mitigate this risk, we consider fallout factors, which represent the percentage of loans that are not expected to close, in calculating the amount of forward sales agreements to execute.

June 30, 2002 and December 31, 2001 Sensitivity Comparison

To analyze net income sensitivity, we project net income over a 12-month horizon based on parallel shifts in the yield curve. Management employs other analyses and interest rate scenarios to evaluate interest rate risk. We project net income and net interest income under a variety of interest rate scenarios, including non-parallel shifts in the yield curve and more extreme non-parallel rising and falling rate environments. These additional scenarios also address the risk exposure in time periods beyond the twelve months captured in the net income sensitivity analysis. Typically, net income sensitivity in a rising interest rate environment is not as pronounced in these longer time periods as lagging assets reprice to current market levels and balance sheet growth begins to offset a lower net interest margin. In addition, yields on new loan production gradually replace the comparatively lower yields of the more seasoned portion of the portfolio.

The table below indicates the sensitivity of net income and net interest income to interest rate movements. The comparative scenarios assume a parallel shift in the yield curve with interest rates rising or falling in even quarterly increments over the twelve month period ending June 30, 2003 and December 31, 2002. The analysis assumes increases in interest rates of 200 basis points ("bp") and decreases of 100 bp. The interest rate scenarios used below represent management's view of reasonably possible near-term interest rate movements.

		Gradual Change in Rates
		-100bp		+200bp
Net income change for the one-year period beginning:
	July 1, 2002	(0.76	)%	0.21	%
	January 1, 2002	2.19	%	(2.76	)%
Net interest income change for the one-year period beginning:
	July 1, 2002	(0.44	)%	(2.30	)%
	January 1, 2002	1.47	%	(5.18	)%

Net income and net interest income sensitivity decreased since year-end 2001. The current profile is unusual as typically our net interest income increases in the -100 basis point environment and decreases in the +200

basis point environment. The change is mainly due to faster prepayment expectations and increases in the notional amount of fixed-rate swaps and long-term fixed-rate borrowings. The changes in prepayment projections mainly result from the current interest rate and fast prepayment environment. Despite faster prepayment projections in all scenarios, the change in prepayments from a flat rate environment to the rate shocked scenarios was greater than in the year-end analysis. Therefore, the analysis projects greater balance sheet growth in the +200 basis point scenario and additional balance sheet shrinkage in the -100 basis point scenario. The increase in fixed-rate swaps and long-term borrowings reduced the sensitivity of the net interest margin. Overall, the increased balance sheet sensitivity and reduced net interest margin volatility reduced net interest income sensitivity.

Net income was projected to increase in the +200 basis point scenario despite the decline in net interest income mainly due to increases in loan servicing fees and a reduction in the amortization of MSR. The recovery of MSR valuation reserves was generally offset with losses on the sale of securities or mark-to-market adjustments on the financial hedges. Conversely, net income was projected to decrease in the -100 basis point scenario due to the decrease in net interest income, decreases in loan servicing fees and increased amortization of MSR. The impairment of MSR valuation reserves was generally offset with gains on the sale of securities or mark-to-market adjustments on the financial hedges.

The projection of the sensitivity of net income requires numerous behavioral assumptions. Prepayment, decay rate (the estimated runoff of deposit accounts that do not have a stated maturity) and new volume projections are the most significant assumptions. Prepayments affect the size of the balance sheet, which impacts net interest income, and they are also a major factor in the valuation of MSR. The decay rate assumptions also impact net interest income by altering the expected deposit mix and rates in the projected interest rate environments. The prepayment and decay rate assumptions reflect management's best estimate of future behavior. These assumptions are internally derived from internal and external analysis of customer behavior.

The sensitivity of new loan volume and mix to changes in market interest rate levels is also projected. Generally, we assume loan production increases in falling interest rate scenarios with an increased proportion of fixed-rate production. We generally assume a reduction in total loan production in rising interest rate scenarios with a shift towards a greater proportion of adjustable-rate production. The gain from mortgage loans as a percentage of total loan sales also varies under different interest rate scenarios. Normally, the gain from mortgage loans as a percentage of total loan sales increases in falling interest rate environments as higher consumer demand, generated primarily from high refinancing activity, allows loans to be priced more aggressively. Conversely, the gain from mortgage loans as a percentage of total loan sales tends to decline when interest rates increase as loan pricing becomes more competitive, since market participants strive to retain market share as consumer demand declines.

In addition to gain from mortgage loans, the sensitivity of noninterest income and expense are also estimated. The impairment and recovery of MSR is the most significant element of sensitivity in the projection of noninterest income. The fair value of MSR generally increases as interest rates rise and decreases as interest rates fall. The other components of noninterest income and expense, such as deposit and loan fees and expenses, generally increase or decrease in conjunction with deposit and loan volumes, although loan servicing fees are also dependent on prepayment expectations.

Maturity and Repricing Information

We use interest rate contracts as tools to manage interest rate risk. The following tables summarize the notional amounts, maturities, net fair values, credit risk and weighted average interest rates associated with these contracts. Derivatives that are embedded within certain adjustable-rate borrowings, while not accounted for as derivatives under SFAS No. 133, have been included in the tables since they also function as interest rate risk management tools.

The following estimated net fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies:

					June 30, 2002
					Maturity Range
					Net Fair Value			Counter- party Credit Risk		Total Notional Amount			2002			2003			2004			2005			2006			After 2006
					(dollars in millions)
Interest Rate Contracts:
	Asset/Liability Management
		Pay-fixed swaps:			$	(356	)	$	10
			Contractual maturity							$	30,509		$	713		$	8,166		$	8,834		$	3,130		$	4,708		$	4,958
			Weighted average pay rate								4.00	%		4.44	%		2.95	%		4.03	%		4.13	%		4.39	%		5.17	%
			Weighted average receive rate								1.93	%		1.94	%		1.93	%		1.90	%		1.88	%		1.92	%		2.03	%
		Receive-fixed swaps:				332			335
			Contractual maturity							$	4,380			–		$	600			–		$	530		$	1,000		$	2,250
			Weighted average pay rate								1.84	%		–			1.52	%		–			1.51	%		1.90	%		1.97	%
			Weighted average receive rate								6.39	%		–			5.10	%		–			5.37	%		6.81	%		6.80	%
		Interest rate caps/collars/ corridors:				–			–
			Contractual maturity							$	755		$	229		$	271		$	191		$	64			–			–
			Weighted average strike rate								7.52	%		7.32	%		7.62	%		8.14	%		5.94	%		–			–
		Payer swaptions:				30			30
			Contractual maturity (option)							$	5,000			–		$	5,000			–			–			–			–
			Weighted average strike rate								6.12	%		–			6.12	%		–			–			–			–
			Contractual maturity (swap)								–			–			–			–			–		$	1,000		$	4,000
			Weighted average strike rate								–			–			–			–			–			6.05	%		6.14	%
		Embedded pay-fixed swaps:				(71	)		–
			Contractual maturity							$	2,750			–			–			–			–			–		$	2,750
			Weighted average pay rate								4.89	%		–			–			–			–			–			4.89	%
			Weighted average receive rate								1.93	%		–			–			–			–			–			1.93	%
		Embedded caps:				1			1
			Contractual maturity							$	669			–		$	169		$	500			–			–			–
			Weighted average strike rate								7.62	%		–			7.25	%		7.75	%		–			–			–
		Embedded payer swaptions ⁽¹⁾ :				57			57
			Contractual maturity (option)							$	6,400			–		$	5,900		$	500			–			–			–
			Weighted average strike rate								6.14	%		–			6.13	%		6.21	%		–			–			–
			Contractual maturity (swap)								–			–			–			–			–		$	3,750		$	2,650
			Weighted average strike rate								–			–			–			–			–			5.99	%		6.34	%

				Total asset/liability management	$	(7	)	$	433	$	50,463

	MSR Risk Management
		Receive-fixed swaps:			$	533		$	533
			Contractual maturity							$	11,575			–			–			–			–			–		$	11,575
			Weighted average pay rate								1.95	%		–			–			–			–			–			1.95	%
			Weighted average receive rate								5.93	%		–			–			–			–			–			5.93	%
		Floors:				110			110
			Contractual maturity							$	3,750			–			–			–			–			–		$	3,750
			Weighted average strike rate								6.15	%		–			–			–			–			–			6.15	%
		Receiver swaptions:				447			447
			Contractual maturity (option)							$	7,650		$	2,000		$	300		$	300		$	5,050			–			–
			Weighted average strike rate								6.38	%		5.83	%		5.42	%		5.99	%		6.67	%		–			–
			Contractual maturity (swap)								–			–			–			–			–			–		$	7,650
			Weighted average strike rate								–			–			–			–			–			–			6.38	%
		Embedded floors ⁽²⁾ :				221			221
			Contractual maturity							$	8,600			–			–			–			–			–		$	8,600
			Weighted average strike rate								6.02	%		–			–			–			–			–			6.02	%

				Total MSR risk management	$	1,311		$	1,311	$	31,575

Total interest rate contracts					$	1,304		$	1,744	$	82,038	⁽³⁾

⁽¹⁾: Embedded interest rate swaptions are exercisable upon maturity.
⁽²⁾: At June 30, 2002, none of these contracts were effective. $5.78 billion and $2.82 billion of these contracts will become effective in June 2003 and July 2003. Once effective, the floors reprice every three months.
⁽³⁾: Interest rate contracts decreased net interest income by $92 million and $129 million for the three months and six months ended June 30, 2002.

					December 31, 2001
					Maturity Range
					Net Fair Value			Counter- party Credit Risk		Total Notional Amount			2002			2003			2004			2005			2006			After 2006
					(dollars in millions)
Interest Rate Contracts:
	Asset/Liability Management
		Pay-fixed swaps:			$	(9	)	$	96
			Contractual maturity							$	12,905		$	2,914		$	2,036		$	2,534		$	30		$	4,448		$	943
			Weighted average pay rate								4.82	%		6.09	%		3.78	%		4.63	%		7.15	%		4.39	%		5.58	%
			Weighted average receive rate								2.18	%		2.21	%		2.23	%		2.21	%		2.11	%		2.20	%		1.75	%
		Receive-fixed swaps:				224			230
			Contractual maturity							$	3,627		$	40		$	120			–		$	560		$	1,005		$	1,902
			Weighted average pay rate								2.05	%		2.11	%		1.95	%		–			1.89	%		2.01	%		2.13	%
			Weighted average receive rate								6.63	%		7.17	%		5.55	%		–			5.48	%		6.81	%		6.94	%
		Interest rate caps/collars/ corridors:				–			–
			Contractual maturity							$	835		$	380		$	214		$	191			–		$	50			–
			Weighted average strike rate								7.59	%		7.47	%		7.86	%		8.14	%		–			5.25	%		–
		Payer swaptions:				119			119
			Contractual maturity (option)							$	5,500		$	500		$	5,000			–			–			–			–
			Weighted average strike rate								6.11	%		6.04	%		6.12	%		–			–			–			–
			Contractual maturity (swap)								–			–			–			–			–		$	1,000		$	4,500
			Weighted average strike rate								–			–			–			–			–			6.05	%		6.12	%
		Embedded caps:				2			2
			Contractual maturity							$	696			–		$	196		$	500			–			–			–
			Weighted average strike rate								7.60	%		–			7.25	%		7.75	%		–			–			–
		Embedded payer swaptions ⁽¹⁾ :				136			136
			Contractual maturity (option)							$	5,900			–		$	5,900			–			–			–			–
			Weighted average strike rate								6.13	%		–			6.13	%		–			–			–			–
			Contractual maturity (swap)								–			–			–			–			–		$	3,750		$	2,150
			Weighted average strike rate								–			–			–			–			–			5.99	%		6.37	%

				Total asset/liability management	$	472		$	583	$	29,463

	MSR Risk Management
		Embedded floors ⁽²⁾ :			$	142		$	142
			Contractual maturity							$	2,300			–			–			–		$	2,300			–			–
			Weighted average strike rate								5.12	%		–			–			–			5.12	%		–			–

				Total MSR risk management	$	142		$	142	$	2,300

Total interest rate contracts					$	614		$	725	$	31,763	⁽³⁾

⁽¹⁾: Embedded interest rate swaptions are exercisable upon maturity.
⁽²⁾: At December 31, 2001, $1.8 billion of these contracts were effective. Contractual start dates for the remaining floors begin on September 15, 2002. Once effective, the floors reprice every three months.
⁽³⁾: Interest rate contracts decreased net interest income by $34 million for the three months ended December 31, 2001.

An additional risk that arises from our borrowing (including repurchase agreements) and derivative activities is counterparty risk. These activities generally involve an exchange of obligations with another financial institution, referred to in such transactions as a "counterparty." If a counterparty were to default, we could potentially be exposed to financial loss. In order to minimize this risk, we evaluate all counterparties for financial strength on at least an annual basis, then establish exposure limits for each counterparty. All of the counterparty credit risk is with counterparties rated A or better by Standard & Poor's at June 30, 2002, and we monitor our exposure and collateral requirements on a daily basis.

Gap Report

A conventional view of interest rate sensitivity for savings institutions is the gap report, which indicates the difference between assets maturing or repricing within a period and total liabilities maturing or repricing within the same period. In assigning assets to maturity and repricing categories, we take into consideration expected prepayment speeds rather than contractual maturities. The balances reflect actual amortization of principal and do not take into consideration reinvestment of cash. Principal prepayments are the amounts of principal reduction over and above normal amortization. We have used prepayment assumptions based on market estimates and past experience with our current portfolio. The majority of our transaction deposits are not

contractually subject to repricing. Therefore, these instruments have been allocated based on expected decay rates. Certain transaction accounts that reprice based on a market index and/or typically reprice more frequently were allocated based on the expected repricing period. Non-rate sensitive items such as the reserve for loan losses and deferred loan fees/costs are not included in the table. Loans held for sale are generally included in the 0-3 months category to the extent they are hedged with commitments to sell loans.

The gap information is limited by the fact that it is a point-in-time analysis. The date reflects conditions and assumptions as of June 30, 2002. These conditions and assumptions may not be appropriate at another point in time. The analysis is also subject to the accuracy of various assumptions used, particularly the prepayment and decay rate projections and the allocation of instruments with optionality to a specific maturity category. Consequently, the interpretation of the gap information is subjective.

		June 30, 2002
		Projected Repricing
		0-3 months			4-12 months			1-5 years			Thereafter			Total
		(dollars in millions)
Interest-Sensitive Assets
Adjustable-rate loans ⁽¹⁾		$	73,028		$	21,282		$	28,132		$	424		$	122,866
Fixed-rate loans ⁽¹⁾			11,225			6,941			17,290			7,187			42,643
Adjustable-rate securities ⁽¹⁾⁽²⁾			23,243			449			336			56			24,084
Fixed-rate securities ⁽¹⁾			4,032	⁽³⁾		923			3,811			27,926			36,692
Cash and cash equivalents, federal funds sold and securities purchased under resale agreements			5,023			–			–			–			5,023
Derivatives matched against assets			(12,185	)		(800	)		(5,350	)		18,335			–

		$	104,366		$	28,795		$	44,219		$	53,928		$	231,308

Interest-Sensitive Liabilities
Noninterest-bearing checking accounts ⁽⁴⁾		$	1,316		$	3,474		$	10,629		$	5,056		$	20,475
Interest-bearing checking accounts, savings accounts and MMDAs ⁽⁴⁾			10,388			15,075			30,014			17,005			72,482
Time deposit accounts			10,162			14,733			10,267			928			36,090
Short-term and adjustable-rate borrowings			74,955			4,508			–			–			79,463
Long-term fixed-rate borrowings			2,926			8,917			12,034			5,070			28,947
Derivatives matched against liabilities			(16,422	)		1,722			11,069			3,631			–

		$	83,325		$	48,429		$	74,013		$	31,690		$	237,457

Repricing gap		$	21,041		$	(19,634	)	$	(29,794	)	$	22,238		$	(6,149	)

Cumulative gap		$	21,041		$	1,407		$	(28,387	)	$	(6,149	)	$	(6,149	)

Cumulative gap as a percentage of total assets			8.05	%		0.54	%		(10.86	)%		(2.35	)%		(2.35	)%
	Total assets													$	261,281

⁽¹⁾: Based on scheduled maturity or scheduled repricing and estimated prepayments of principal.
⁽²⁾: Includes investment in FHLBs.
⁽³⁾: Includes bonds that were sold in early July.
⁽⁴⁾: Based on projected decay rates and/or repricing periods for checking, savings, and money market deposit accounts.

PART II – OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

Washington Mutual, Inc. held its annual meeting of shareholders on April 16, 2002. A brief description of each matter voted on and the results of the shareholder voting are set forth below:

		For	Withheld
1.	The election of six directors set forth below:
	Margaret Osmer-McQuade	806,272,687	6,766,317
	David Bonderman	805,748,649	7,290,354
	Phillip D. Matthews	801,559,867	11,479,136
	Mary E. Pugh	801,558,010	11,480,994
	William G. Reed, Jr.	801,515,326	11,523,678
	James H. Stever	806,242,054	6,796,949
		For	Against	Abstain	Broker Non-Votes
2.	Approval of Company's 2002 Employee Stock Purchase Plan.	636,467,263	20,702,368	6,850,982	149,018,391
		For	Against	Abstain
3.	Ratification of the appointment of Deloitte & Touche LLP as the Company's Independent Auditors.	781,962,552	27,321,235	3,700,088

Each of the following directors who were not up for reelection at the annual meeting of shareholders will continue to serve as directors: Douglas P. Beighle, J. Taylor Crandall, Anne V. Farrell, Stephen E. Frank, Enrique Hernandez, Jr., Kerry K. Killinger, Michael K. Murphy, Elizabeth A. Sanders, William D. Schulte and Willis B. Wood, Jr.

Item 6. Exhibits and Reports on Form 8-K

(a): Exhibits

See Index of Exhibits on page 45.

(b): Reports on Form 8-K

1. The Company filed a report on Form 8-K dated April 16, 2002. The report included under Item 7 of Form 8-K a press release announcing Washington Mutual's first quarter 2002 financial results and unaudited consolidated financial statements for the three months ended March 31, 2002.

2. The Company filed a report on Form 8-K dated April 25, 2002. The report included under Item 9 of Form 8-K a presentation by Kerry K. Killinger, Chairman, President and Chief Executive Officer at the UBS Warburg Global Financial Services Conference.

3. The Company filed a report on Form 8-K dated April 30, 2002. The report included under Item 5 of Form 8-K information regarding a suit filed by Anchor Savings Bank FSB ("Anchor FSB") against the U.S. Government in January 1995. Anchor FSB was acquired by Dime Savings Bank of New York, FSB ("Dime FSB") which was subsequently merged into Washington Mutual Bank, F.A. ("WMBFA") in January 2002.

4. The Company filed a report on Form 8-K dated June 6, 2002. The report included under Item 9 of Form 8-K a presentation by Kerry K. Killinger, Chairman, President and Chief Executive Officer at the Sanford Bernstein Strategic Decisions Conference.

5. The Company filed a report on Form 8-K dated June 25, 2002. The report included under Item 9 of Form 8-K a presentation by Kerry K. Killinger, Chairman, President and Chief Executive Officer at the Second Quarter 2002 Investor Day.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 2002.

		WASHINGTON MUTUAL, INC.
		By:		/s/ FAY L. CHAPMAN Fay L. Chapman Senior Executive Vice President and General Counsel
		By:		/s/ ROBERT H. MILES Robert H. Miles Senior Vice President and Controller (Principal Accounting Officer)

WASHINGTON MUTUAL, INC.

INDEX OF EXHIBITS

Exhibit No.
3.1		Restated Articles of Incorporation of the Company, as amended (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. File No. 0-25188).
3.2		Articles of Amendment to the Amended and Restated Articles of Incorporation of Washington Mutual, Inc. creating a class of preferred stock, Series RP (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2000. File No. 001-14667).
3.3		Articles of Amendment to the Amended and Restated Articles of Incorporation of Washington Mutual, Inc. creating a class of preferred stock, Series H (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2000. File No. 01-14667).
3.4		Restated Bylaws of the Company, as amended (filed herewith).
4.1		Rights Agreement dated December 20, 2000 between the Company and Mellon Investor Services, L.L.C. (incorporated by reference to the Company's Current Report on Form 8-K filed January 8, 2001. File No. 0-25188).
4.2		The registrant will furnish upon request copies of all instruments defining the rights of holders of long-term debt instruments of the registrant and its consolidated subsidiaries.
99	(a)	Computation of Ratios of Earnings to Fixed Charges (filed herewith).
99	(b)	Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends (filed herewith).
99	(c)	Certification of the Chief Executive Officer (filed herewith).
99	(d)	Certification of the Chief Financial Officer (filed herewith).

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TABLE OF CONTENTS
WASHINGTON MUTUAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
WASHINGTON MUTUAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
WASHINGTON MUTUAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (Unaudited)
WASHINGTON MUTUAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
WASHINGTON MUTUAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
PART II – OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES
INDEX OF EXHIBITS

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Exhibit 3.4

RESTATED

BYLAWS

OF

WASHINGTON MUTUAL, INC.

ARTICLE I
OFFICES

The principal office and place of business of the corporation in the state of Washington shall be located at 1201 Third Avenue, Seattle, Washington 98101.

The corporation may have such other offices within or without the state of Washington as the board of directors may designate or the business of the corporation may require from time to time.

ARTICLE II
NUMBER OF DIRECTORS

The board of directors of this corporation shall consist of up to eighteen (18) directors.

ARTICLE III
SHAREHOLDERS

Section 3.1. Annual Meeting. The annual meeting of the shareholders shall be held on the third Tuesday in the month of April in each year, beginning with the year 1995, at 10:00 a.m., or at such other date or time as may be determined by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state of Washington, the meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient.

Section 3.2. Special Meetings. Special meetings of the shareholders for any purpose or purposes unless otherwise prescribed by statute may be called by the Chairman, by the board of directors, or by the written request of any director or holders of at least twenty-five percent (25%) of the votes entitled to be cast on each issue to be considered at the special meeting.

Section 3.3. Place of Meetings. Meetings of the shareholders shall be held at either the principal office of the corporation or at such other place within or without the state of Washington as the person or persons calling the meeting may designate.

Section 3.4. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, which date in any case shall not be more than seventy (70) days and, in the case of a meeting of shareholders, not less than 20 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend or distribution, the day before the first notice of a meeting is dispatched to shareholders or the date on which the resolution of the board of directors authorizing such dividend or distribution is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall

apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

The record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent in lieu of meeting.

Section 3.5. Voting Lists. At least ten (10) days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall prepare an alphabetical list of all its shareholders on the record date who are entitled to vote at the meeting or any adjournment thereof, arranged by voting group, and within each voting group by class or series of shares, with the address of and the number of shares held by each, which record for a period of ten (10) days prior to the meeting shall be kept on file at the principal office of the corporation or at a place identified in the meeting notice in the city where the meeting will be held. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder, shareholder's agent or shareholder's attorney at any time during the meeting or any adjournment thereof. Failure to comply with the requirements of this bylaw shall not affect the validity of any action taken at the meeting.

Section 3.6. Notice of Meetings. Written or printed notice stating the date, time and place of a meeting of shareholders and, in the case of a special meeting of shareholders, the purpose or purposes for which the meeting is called, shall be given by the person or persons calling the meeting or by the Secretary at the direction of such person or persons to each shareholder of record entitled to vote at such meeting (unless required by law to send notice to all shareholders regardless of whether or not such shareholders are entitled to vote), not less than ten (10) days and not more than sixty (60) days before the meeting, except that notice of a meeting to act on an amendment to the articles of incorporation, a plan of merger or share exchange, a proposed sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation other than in the usual course of business, or the dissolution of the corporation shall be given not less than twenty (20) days and not more than sixty (60) days before the meeting. Written notice may be transmitted by: Mail, private carrier or personal delivery; telegraph or teletype; or telephone, wire or wireless equipment which transmits a facsimile of the notice. Such notice shall be effective upon dispatch if sent to the shareholder's address, telephone number, or other number appearing on the records of the corporation.

If an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment unless a new record date is or must be fixed. If a new record date for the adjourned meeting is or must be fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

Section 3.7. Waiver of Notice. A shareholder may waive any notice required to be given under the provisions of these bylaws, the articles of incorporation or by applicable law, whether before or after the date and time stated therein. A valid waiver is created by any of the following three methods: (a) in writing signed by the shareholder entitled to the notice and delivered to the corporation for inclusion in its corporate records; (b) by attendance at the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or (c) by failure to object at the time of presentation of a matter not within the purpose or purposes described in the meeting notice.

Section 3.8. Manner of Acting; Proxies. A shareholder may vote either in person or by proxy. A shareholder may vote by proxy by means of a proxy appointment form which is executed in writing by the shareholder, his agent, or by his duly authorized attorney-in-fact. All proxy appointment forms shall be filed with the secretary of the corporation before or at the commencement of meetings. No unrevoked proxy appointment form shall be valid after eleven (11) months from the date of its

execution unless otherwise expressly provided in the appointment form. No proxy appointment may be effectively revoked until notice in writing of such revocation has been given to the secretary of the corporation by the shareholder appointing the proxy.

Section 3.9. Quorum. At any meeting of the shareholders, a majority in interest of all the shares entitled to vote on a matter by the voting group, represented in person or by proxy by shareholders of record, shall constitute a quorum of that voting group for action on that matter. If less than a majority is represented, a majority of those represented may adjourn the meeting to such time and place as they may determine, without further notice, except as set forth in Section 3.6. Once a share is represented at a meeting, other than to object to holding the meeting or transacting business, it is deemed to be present for purposes of a quorum for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for the adjourned meeting. At such reconvened meeting, any business may be transacted which might have been transacted at the adjourned meeting. If a quorum exists, action on a matter is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the question is one upon which a different vote is required by express provision of law or of the articles of incorporation or of these bylaws.

Section 3.10. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the articles of incorporation.

Section 3.11. Voting for Directors. In the election of directors every shareholder of record entitled to vote at the election shall have the right to vote in person the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. Shareholders entitled to vote at any election of directors shall have no right to cumulate votes. In any election of directors the candidates elected are those receiving the largest numbers of votes cast by the shares entitled to vote in the election, up to the number of directors to be elected by such shares.

Section 3.12. Voting of Shares by Certain Holders.

3.12.1. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the board of directors of such corporation may determine. A certified copy of a resolution adopted by such directors shall be conclusive as to their determination.

3.12.2. Shares held by a personal representative, administrator, executor, guardian or conservator may be voted by such administrator, executor, guardian or conservator, without a transfer of such shares into the name of such personal representative, administrator, executor, guardian or conservator. Shares standing in the name of a trustee may be voted by such trustee, but no trustee shall be entitled to vote shares held in trust without a transfer of such shares into the name of the trustee.

3.12.3. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by the receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

3.12.4. If shares are held jointly by three or more fiduciaries, the will of the majority of the fiduciaries shall control the manner of voting or appointment of a proxy, unless the instrument or order appointing such fiduciaries otherwise directs.

3.12.5. Unless the pledge agreement expressly provides otherwise, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into

the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

3.12.6. Shares held by another corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote at any given time if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation.

3.12.7. On and after the date on which written notice of redemption of redeemable shares has been dispatched to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall be deemed to be not outstanding shares.

Section 3.13. Notice of Nomination. Nominations for the election of directors and proposals for any new business to be taken up at any annual or special meeting of shareholders may be made by the board of directors of the corporation or by any shareholder of the corporation entitled to vote generally in the election of directors. In order for a shareholder of the corporation to make any such nomination or proposal at any annual meeting, the shareholder's nomination or proposal must be in writing and received at the Executive Offices of the corporation by the Secretary of the corporation not less than 120 days in advance of the date corresponding to the date in the previous year on which the corporation's proxy statement was released to security holders in connection with the previous year's annual meeting of security holders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 calendar days from the date of the previous year's annual meeting, a proposal shall be received by the corporation in accordance with the method set forth hereafter for proposals or nominations in advance of a special meeting of shareholders. In order for a shareholder of the corporation to make any nomination or proposal to be taken up at a special meeting of shareholders, the shareholder's nomination or proposal must be in writing and received at the Executive Offices of the corporation by the Secretary of the corporation not less than 45 days nor more than 75 days prior to any such meeting. Each such notice given by a shareholder with respect to nominations for the election of directors shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, and (iii) the number of shares of stock of the corporation which are beneficially owned by each such nominee.

Section 3.14. Action Without a Meeting. Any action permitted or required to be taken at a meeting of the shareholders may be taken without a meeting if one or more consents in writing setting forth the action so taken shall be signed by all the shareholders.

ARTICLE IV.
BOARD OF DIRECTORS

Section 4.1. General Powers. The business and affairs of the corporation shall be managed by its board of directors.

Section 4.2. Number, Tenure and Qualification. The number of directors set forth in Article II of these bylaws may be increased or decreased from time to time by amendment to or in the manner provided in these bylaws. No decrease, however, shall have the effect of shortening the term of any incumbent director unless such director resigns or is removed in accordance with the provisions of these bylaws. The directors shall be classified and shall hold such terms as set forth in the articles of incorporation. In all cases, directors shall serve until their successors are duly elected and qualified or until their earlier resignation, removal from office or death. Directors need not be residents of the state of Washington or shareholders of the corporation.

Section 4.3. Annual and Other Regular Meetings. Regular meetings of the board shall be held at two-thirty o'clock, or an earlier hour in the discretion of the Chairman or the President, on the third Tuesday of the months of January, February, April, June, July, September, October, and December unless such day is a legal holiday, in which case the meeting shall be held on the first business day thereafter, or unless such meeting has been canceled by the Chairman or the President upon giving notice to the members of the board at least three calendar days before the date on which such meeting is scheduled. The date of any regular meeting may be changed to such other date within the month as shall be determined by the Chairman or the President, or in the absence of the Chairman or the President, by any three members of the Board, provided notice of the time and place of such meeting is given as provided in Section 4.4. In each year, the regular meeting on the day of the Annual Meeting of Shareholders shall be known as the Annual Meeting of the Board.

Section 4.4. Special Meetings. Special meetings of the board of directors may be called by the board of directors, the chairman of the board, or the president. The notice of a special meeting of the board of directors shall state the date and time and, if the meeting is not exclusively telephonic, the place of the meeting. Unless otherwise required by law, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. Notice shall be given by the person or persons authorized to call such meeting, or by the secretary at the direction of the person or persons authorized to call such meeting. The notice may be oral or written. If the notice is orally communicated in person or by telephone to the director or to the director's personal secretary or is sent by electronic mail, telephone or wireless equipment, which transmits a facsimile of the notice to the director's electronic mail designation or telephone number appearing on the records of the corporation, the notice of a meeting shall be timely if sent no later than twenty-four (24) hours prior to the time set for such meeting. If the notice is sent by courier to the director's address appearing on the records of the corporation, the notice of a meeting shall be timely if sent no later than three (3) full days prior to the time set for such meeting. If the notice is sent by mail to the director's address appearing on the records of the corporation, the notice of a meeting shall be timely if sent no later than five (5) full days prior to the time set for such meeting.

Section 4.5 Waiver of Notice. Any director may waive notice of any meeting at any time. Whenever any notice is required to be given to any director of the corporation pursuant to applicable law, a waiver thereof in writing signed by the director, entitled to notice, shall be deemed equivalent to the giving of notice. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened. A director waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the director objects to considering the matter when it is presented.

Section 4.6. Quorum. A majority of the number of directors specified in or fixed in accordance with these bylaws shall constitute a quorum for the transaction of any business at any meeting of directors. If less than a majority shall attend a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and a quorum present at such adjourned meeting may transact business.

Section 4.7. Manner of Acting. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors.

Section 4.8. Participation by Conference Telephone. Directors may participate in a regular or special meeting of the board by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting and participation by such means shall constitute presence in person at the meeting.

Section 4.9. Presumption of Assent. A director who is present at a meeting of the board of directors at which action is taken shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless such director shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 4.10. Action by Board Without a Meeting. Any action permitted or required to be taken at a meeting of the board of directors may be taken without a meeting if one or more written consents setting forth the action so taken, shall be signed, either before or after the action taken, by all the directors. Action taken by written consent is effective when the last director signs the consent, unless the consent specifies a later effective date.

Section 4.11. Audit Committee. The board of directors, at any regular meeting of the Board, shall elect from their number an Audit Committee of not less than three members, none of whom shall be employed by the corporation. At least annually the Board of Directors shall determine that each Committee member has the independence and other qualifications set forth in the Charter of the Audit Committee as approved by the Board, and in any supplemental statements that the Board may adopt with regard to the composition of the Committee.

The Audit Committee shall have the authorities and responsibilities and shall perform the functions specified in the Charter of the Audit Committee, as approved by the Board, and in any supplemental statement that the Board may adopt with regard to the functions of the Committee.

Section 4.12 Compensation and Stock Option Committee.

The board of directors at any regular meeting of the board, shall elect from their number a Compensation and Stock Option Committee which committee shall have not less than three members, none of whom shall be employed by the corporation.

The Compensation and Stock Option Committee shall serve as the Option Committee pursuant to the stock option plans of the corporation, and shall have oversight of the administration of officer or employee compensation plans that are sponsored or otherwise established by the corporation, including but not limited to the corporation's retirement plans and other plans that are subject to the Employees Retirement Income Security Act of 1974 and non-qualified compensation plans for highly compensated employees ("NQHC Plans"). The Committee shall have the authority to adopt, subject to ratification by the Board, all NQHC Plans and amendments of such plans, and shall have all the authority of the Board to adopt and amend all other compensation plans for officers and employees. The Committee shall recommend to the Board the compensation of the President and Chief Executive Officer of the corporation, shall establish the salaries of all other officers who are in Salary Level 5 or higher and shall have oversight of the determination of the compensation of other officers and employees of the corporation.

The Compensation and Stock Option Committee shall adopt, amend and monitor the administration of policies that govern the compensation of officers and employees, or relate to equal employment opportunities or affirmative action.

Section 4.13. Director's Loan and Investment Committee. At any regular meeting of the board, the Chairman of the Board, with the approval of the board of directors shall appoint from the members of the board a Directors' Loan & Investment Committee. The Committee shall consist of the Chairman and President (if he is a member of the board) of the corporation and certain other members of the board, a majority of whom shall not be officers of the corporation. The Chairman of the Board shall appoint a chairman who is not an officer of the corporation.

The Committee Chairman shall coordinate with the corporation's staff in the preparation of reports for the Committee and the Board.

The Committee shall have oversight of the officers of the corporation who are responsible for the investments of the corporation and for managing the sale, exchange and other disposition of investments including those that may be made or purchased under the statutes relating to prudent investments.

Its power shall include, but not be limited to oversight of all investments and dispositions, and all purchases of real estate and the other disposition of all property, real or personal, tangible or intangible, acquired by the corporation in satisfaction of debts owing to it or otherwise (except the corporation premises or other real property acquired for use by the corporation).

In connection with the monitoring of the corporation's return on investments in subsidiaries and other corporations, the Committee shall also have oversight of the officers of the corporation who are responsible for such investments.

The Committee shall have authority to oversee the administration of the policies that govern the corporation's investments (collectively, the "Investment Policies"). The Committee shall have all the authority of the board of directors to amend the Investment Policies following initial approval by the Board.

Section 4.14. Corporate Relations Committee. The Chairman, with the approval of the board of directors, may appoint from among the members of the board of the corporation, a Corporate Relations Committee which shall consist of no fewer than two Directors and shall monitor the performance of voluntary commitments that the corporation has made to support its communities, and the contributions by the corporation to the Washington Mutual Foundation.

Section 4.15. Corporate Development Committee. The Chairman, with the approval of the board of directors, shall appoint from among the members of the board a Corporate Development Committee which shall consist of the Chairman of the Board and not less than two other directors. The Corporate Development Committee shall exercise all the authority of the Board: (A) with regard to the authorization of negotiations and approval of the terms of offers and agreements and of investments relating to mergers and acquisitions not involving a change of control of the corporation; provided , that further action of the board of directors shall be required for submission to shareholders of a plan of merger or consolidation; and (B) with regard to approval of the final terms, rights, designations and preferences of stock to be issued by the corporation, provided , that prior action of the board of directors shall be required to specify the maximum number or value of the shares to be issued.

Section 4.16. Other Board Committees. The Board of Directors may by resolution designate from among its members such other committees as the Board in its discretion may determine, each of which must have two or more members. To the extent provided in such resolutions, each such committee shall have and may exercise the authority of the board of directors, except as limited by applicable law. The designation of any such committee and the delegation thereto of authority shall not relieve the Board of Directors, or any members thereof, of any responsibility imposed by law. In addition, the Chairman of the Board, with the approval of the Board of Directors, may appoint from among the members of the Board such committees as he deems appropriate.

Section 4.17. Committee Procedures. Except as provided in the bylaws or in specific resolutions of the Board of Directors, the committees of the Board shall be governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements as applied to the Board of Directors.

Section 4.18. Resignation. Any director may resign at any time by delivering written notice to the chairman of the board, the president, the secretary, or the registered office of the corporation, or by giving oral notice at any meeting of the directors or shareholders. Any such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.19. Removal. At a meeting of the shareholders called expressly for that purpose, any director or the entire board of directors may be removed from office, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of the director or directors whose removal is sought. If the board of directors or any one or more directors is so removed, new directors may be elected at this same meeting.

Section 4.20. Vacancies. A vacancy on the board of directors may occur by the resignation, removal or death of an existing director, or by reason of increasing the number of directors on the board of directors as provided in these bylaws. Except as may be limited by the articles of incorporation, any vacancy occurring in the board of directors may be filled by the affirmative vote of four-fifths of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for a term of office continuing only until the next election of directors by shareholders.

If the vacant office was held by a director elected by holders of one or more authorized classes or series of shares, only the holders of those classes or series of shares are entitled to vote to fill the vacancy.

Section 4.21. Compensation. By resolution of the board of directors, the directors may be paid a fixed sum plus their expenses, if any, for attendance at meetings of the board of directors or committee thereof, or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 4.22 Chairman of the Board. The Chairman shall preside at meetings of the board of directors. In the absence of the Chairman and the Chief Executive Officer, the directors present may select someone from their number to preside. The Chairman shall be ex-officio a member of all committees, except the Audit Committee and the Compensation and Stock Option Committee. The Chairman shall perform such other duties as may be assigned by the board of directors.

ARTICLE V
OFFICERS

Section 5.1. Ranks and Terms in Office. The officers of the corporation shall be a Chief Executive Officer, a Chairman, a President of the Corporation, a General Auditor, a Controller, and such Vice Chairmen, Group Presidents, Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, First Vice Presidents or Vice Presidents as the board of directors may designate and elect, or such other officers as the board of directors may designate and elect or the Chief Executive Officer may designate and appoint.

Officers shall serve until the termination of their employment or their earlier removal from service as officers. Any officer may be removed, with or without cause, by the board of directors, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer who has been elected by the board of directors may be suspended with or without pay by the Chief Executive Officer, and any other officer may be removed or suspended with or without pay by the Chief Executive Officer, but such removal or suspension shall be without prejudice to the contractual rights, if any, of the person so removed or suspended. The termination of any officer's employment shall constitute removal of such person from office, effective as of the date of termination of employment.

Section 5.2. Chief Executive Officer. The Chief Executive Officer of the corporation shall have direct supervision and management of its affairs and the general powers and duties of supervision and management usually vested in the Chief Executive officer of a corporation, subject to the Bylaws and policies of the corporation. The Chief Executive Officer shall be ex-officio a member of all committees except the Audit Committee and the Compensation and Stock Option Committee. The Chief Executive Officer shall perform such other duties as may be assigned by the board of directors. In the absence of the Chief Executive Officer, his duties shall be assumed by the President of the Corporation, and in their absence such duties shall be assumed by a person designated by the Chief Executive Officer or the board of directors.

Section 5.3. Chairman. The Chairman shall preside over all meetings of the board of directors. The Chairman shall preside over all meetings of the shareholders, which duty shall include the

authority to adjourn such meetings. The Chairman shall perform such other duties as may be assigned by the board of directors or the Chief Executive Officer, or as may be set forth in the policies and procedural directives of the corporation. In the event of the Chairman's incapacity, the Chairman's duties shall be assumed by the Chief Executive Officer or, in the event of the Chief Executive Officer's incapacity, the duties of the Chairman shall be assumed by the President of the Corporation, and in their absence such duties shall be assumed by a person designated by the board of directors.

Section 5.4. President of the Corporation. The President of the Corporation shall perform such duties as may be assigned by the Chief Executive Officer or the board of directors, or as may be set forth in the policies and procedural directives of the corporation.

Section 5.5. General Auditor. The General Auditor shall supervise and maintain continuous audit control of the assets and liabilities of the corporation. He shall be responsible only to the board of directors in coordination with the Chief Executive officer. He shall perform such other duties as may be assigned to him by the Chief Executive Officer or the President of the Corporation from time to time, only to the extent that such other duties do not compromise the independence of audit control.

Section 5.6. Controller. The Controller shall be the chief accounting officer of the corporation and shall have supervisory control and direction of the general accounting, accounting procedure, budgeting and general bookkeeping, and shall be the custodian of the general accounting books, records, forms and papers. He shall also perform such other duties as may be assigned from time to time by the Chief Executive Officer, the President of the Corporation, a Vice Chairman, a Group President, a Senior Executive Vice President or an Executive Vice President, or as may be set forth in the policies and procedural directives of the corporation, only to the extent that such other duties do not compromise the independence of audit control.

Section 5.7. Vice Chairmen, Group Presidents, Senior Executive Vice Presidents, Executive Vice Presidents . Any Vice Chairmen, Group Presidents, Senior Executive Vice Presidents, Executive Vice Presidents shall perform such duties as may be assigned from time to time by the Chief Executive Officer or the President of the Corporation, or as may be set forth in the policies and procedural directives of the corporation.

Section 5.8. Senior Vice Presidents, First Vice Presidents and Vice Presidents . Senior Vice Presidents, First Vice Presidents and Vice Presidents shall perform such duties as may be assigned from time to time by the Chief Executive Officer, the President of the Corporation, a Vice Chairmen, a Group President, a Senior Executive Vice President or a Executive Vice President, or as may be set forth in the policies and procedural directives of the corporation.

Section 5.9. Secretary and Assistant Secretary. The Secretary shall keep the minutes of all meetings of the board of directors and of the shareholders. He shall give such notices to the directors as may be required by law or by these Bylaws. He shall have the custody of the corporate seal, if any, and the contracts, papers and documents belonging to the corporation. He shall also perform such other duties as may be assigned from time to time by the Chief Executive Officer, the President of the Corporation, a Vice Chairman, a Group President, a Senior Executive Vice President or an Executive Vice President, or as may be set forth in the policies and procedural directives of the corporation. In the absence of the Secretary, the powers and duties of the Secretary shall devolve upon an Assistant Secretary or such person as shall be designated by the Chief Executive Officer.

Section 5.10. Combining Offices. An officer who holds one office may, with or without resigning from such existing office, be elected by the board of directors to hold, in addition to such existing office, the office of Chairman, Vice Chairman, Group President Senior Executive Vice President, Senior Vice President, First Vice President or Vice President. An officer who holds one office may, with or without resigning from such existing office, be appointed by the Chief Executive Officer to hold, in addition to such existing office, another office other than the office of Chairman, Vice

Chairman, Group President Senior Executive Vice President, Senior Vice President, First Vice President or Vice President.

Section 5.11. Other Officers. The other Officers shall perform such duties as may be assigned by the Chief Executive Officer, the President of the Corporation, a Vice Chairman, a Group President, a Senior Executive Vice President or an Executive Vice President, or as may be set forth in the policies and procedural directives of the corporation. The Chief Executive Officer may designate such functional titles to an officer, as the Chief Executive Officer deems appropriate from time to time.

Section 5.12. Official Bonds. The corporation may be indemnified in the event of the dishonest conduct or unfaithful performance of an officer, employee, or agent by a corporate fidelity bond, the premiums for which may be paid by the corporation.

Section 5.13. Execution of Contracts and Other Documents. The Chief Executive Officer, the President of the Corporation, or any Vice Chairman, Group President, or Senior Executive Vice President may from time to time designate the officers, employees or agents of the corporation who shall have authority to sign deeds, contracts, satisfactions, releases, and assignments of mortgages, and all other documents or instruments in writing to be made or executed by the corporation.

Section 5.14. Resignation. Any officer may resign at any time by delivering written notice to the Chief Executive Officer, the President, the Secretary or the board of directors, or by giving oral notice at any meeting of the board. Any such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.15. Compensation of Officers and Employees. The board of directors shall fix compensation of officers and may fix compensation of other employees from time to time. No officer shall be prevented from receiving a salary by reason of the fact that such officer is also a director of the corporation.

Section 5.16. Voting of Shares Held by Corporation. Shares of another corporation held by this corporation may be voted in person or by proxy by the Chief Executive Officer, by the President of the Corporation, by a Vice Chairman, by a Group President, by a Senior Executive Vice President, by an Executive Vice President, or by a Senior Vice President.

ARTICLE VI
SHARES

Section 6.1. Certificates for Shares. The shares of the corporation may be represented by certificates in such form as prescribed by the board of directors. Signatures of the corporate officers on the certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. All certificates shall be consecutively numbered or otherwise identified. All certificates shall bear such legend or legends as prescribed by the board of directors or these bylaws.

Section 6.2. Issuance of Shares. Shares of the corporation shall be issued only when authorized by the board of directors, which authorization shall include the consideration to be received for each share.

Section 6.3. Beneficial Ownership. Except as otherwise permitted by these bylaws, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. Upon receipt by the corporation of a certification complying with such procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

Section 6.4. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, on surrender for cancellation of the certificate for the shares. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled.

Section 6.5. Lost or Destroyed Certificates. In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

Section 6.6. Stock Transfer Records. The stock transfer books shall be kept at the principal office of the corporation or at the office of the corporation's transfer agent or registrar. The name and address of the person to whom the shares represented by any certificate, together with the class, number of shares and date of issue, shall be entered on the stock transfer books of the corporation. Except as provided in these bylaws, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VII
SEAL

This corporation need not have a corporate seal. If the directors adopt a corporate seal, the seal of the corporation shall be circular in form and consist of the name of the corporation, the state and year of incorporation, and the words "Corporate Seal."

ARTICLE VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENT

Section 8.1. Director's Right To Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director of the corporation or, being or having been such a director, he or she is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or in any other capacity while serving as a director, shall be indemnified and held harmless by the corporation against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith; provided, however, that (a) the corporation shall not indemnify any person from or on account of any acts or omissions of such person finally adjudged to be intentional misconduct or knowing violation of

the law of such person, or from conduct of the person in violation of RCW 23B.08.310, or from or on account of any transaction with respect to which it is finally adjudged that such person personally received a benefit in money, property, or services to which such person was not legally entitled, and (b) except as provided in subsection 8.3 with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the corporation. Such indemnification shall continue as to a person who has ceased to be a director and shall inure to the benefit of his or her heirs, executors and administrators. If the Washington Business Corporation Act is amended to authorize further indemnification of directors, then directors of the corporation shall be indemnified to the fullest extent permitted by the Washington Business Corporation Act, as so amended.

Section 8.2. Director's Burden of Proof and Procedure For Payment .

(a): The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the undertaking in (b) below has been tendered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled.
(b): The right to indemnification shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director, to repay all amounts so advanced if it shall ultimately be determined that such director is not entitled to be indemnified under this Article or otherwise.

Section 8.3. Right of Claimant to Bring Suit. If a claim under this Article is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the corporation (including its board of directors, its shareholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the corporation (including its board of directors, its shareholders or independent legal counsel) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

Section 8.4. Nonexclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

Section 8.5. Insurance, Contracts and Funding. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act. The corporation may, without any shareholder action, enter into contracts with such director or officer in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without

limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

Section 8.6. Indemnification of Officers, Employees and Agents of the Corporation .

(a): The corporation may, by action of its board of directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to officers, employees and agents of the corporation or another corporation, partnership, joint venture trust or other enterprise with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors of the corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act or otherwise; or
(b): The corporation shall pay for or reimburse the reasonable expenses incurred by any officer or employee of the corporation, who is not a director, who is a party to a proceeding in advance of final disposition of the proceeding if: (1) such person furnishes the corporation with an affidavit stating that (a) he or she was made a party to a proceeding because he or she is or was an officer or employee of the corporation, (b) he or she acted in good faith, (c) the conduct in question was carried out in his or her official capacity with the corporation, and (d) his or her conduct was in the corporation's best interests, (2) such person furnishes the corporation with a written undertaking, executed personally, to repay the advance if it is ultimately determined that such person did not meet the standard of conduct set forth in the affidavit and (3) such payment or reimbursement is approved in writing by the President or the Chief Executive Officer of the corporation, or by a designee of either of them.

Section 8.7. Contract Right. The rights to indemnification conferred in this Article shall be a contract right and any amendment to or repeal of this Article shall not adversely affect any right or protection of a director of the corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

Section 8.8. Severability. If any provision of this Article or any application thereof shall be invalid, unenforceable or contrary to applicable law, the remainder of this Article, or the application of such provision to persons or circumstances other than those as to which it is held invalid, unenforceable or contrary to applicable law, shall not be affected thereby and shall continue in full force and effect.

ARTICLE IX
BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its shareholders and the board of directors and such other records as may be necessary or advisable.

ARTICLE X
FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

ARTICLE XI
VOTING OF SHARES OF ANOTHER CORPORATION

Shares of another corporation held by this corporation may be voted by the Chief Executive Officer, by the President of the Corporation, by the Senior Executive Vice President, by an Executive Vice President, or by a Senior Vice President, or by proxy appointment form executed by any of them, unless the directors by resolution shall designate some other person to vote the shares.

ARTICLE XII
AMENDMENTS TO BYLAWS

These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the board of directors, subject to the concurrent power of the shareholders, by at least two-thirds affirmative vote of the shares of the corporation entitled to vote thereon, to alter amend or repeal these bylaws or to adopt new bylaws.

WASHINGTON MUTUAL, INC.
AMENDMENTS TO RESTATED BYLAWS

(Amendments after April 17, 2001, organized according to the affected article and, within the section for each article, organized chronologically)

Article	Text of Bylaw as Amended	Date of Amendment
Article II	The board of directors of this corporation shall consist of sixteen (16) directors.	06/17/02
Article II	The board of directors of this corporation shall consist of seventeen (17) directors.	12/18/01
Article II	The board of directors of this corporation shall consist of sixteen (16) directors.	6/18/01
Article IV Section 4.22	Section 4.22. *Chairman of the Board.* The Chairman shall preside at meetings of the board of directors. In the absence of the Chairman and the Chief Executive Officer, the directors present may select someone from their number to preside. The Chairman shall be ex-officio a member of all committees, except the Audit Committee, the Compensation and Stock Option Committee, and the Planning and Nominating Committee. The Chairman shall perform such other duties as may be assigned by the board of directors.	2/19/02
Article V Section 5.2	Section 5.2. *Chief Executive Officer.* The Chief Executive Officer of the corporation shall have direct supervision and management of its affairs and the general powers and duties of supervision and management usually vested in the Chief Executive officer of a corporation, subject to the Bylaws and policies of the corporation. The Chief Executive Officer shall be ex-officio a member of all committees except the Audit Committee, the Compensation and Stock Option Committee, and the Planning and Nominating Committee. The Chief Executive Officer shall perform such other duties as may be assigned by the board of directors. In the absence of the Chief Executive Officer, the duties of the Chief Executive Officer shall be assumed by the shall be assumed by the President of the Corporation, and in their absence such duties shall be assumed by a person designated by the Chief Executive Officer or the board of directors.	2/19/02

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Exhibit 3.4

RESTATED BYLAWS OF WASHINGTON MUTUAL, INC.
ARTICLE II NUMBER OF DIRECTORS
ARTICLE III SHAREHOLDERS
ARTICLE IV. BOARD OF DIRECTORS

WASHINGTON MUTUAL, INC. AMENDMENTS TO RESTATED BYLAWS

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EXHIBIT 99(a)
WASHINGTON MUTUAL, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

		Three Months Ended June 30,				Six Months Ended June 30,
		2002		2001		2002		2001
		(in millions)
Earnings, including interest on deposits ⁽¹⁾ :
Income before income tax expense		$	1,552	$	1,267	$	3,052	$	2,281
Fixed charges			1,516		2,283		3,029		4,858

		$	3,068	$	3,550	$	6,081	$	7,139

Fixed charges ⁽¹⁾ :
	Interest expense	$	1,485	$	2,263	$	2,972	$	4,817
	Estimated interest component of net rental expense		31		20		57		41

		$	1,516	$	2,283	$	3,029	$	4,858

Ratio of earnings to fixed charges ⁽²⁾			2.02		1.56		2.01		1.47

Earnings, excluding interest on deposits:
Income before income tax expense		$	1,552	$	1,267	$	3,052	$	2,281
Fixed charges			852		1,460		1,717		3,148

		$	2,404	$	2,727	$	4,769	$	5,429

Fixed charges:
	Interest expense	$	1,485	$	2,263	$	2,972	$	4,817
	Less: interest on deposits		664		823		1,312		1,710
	Estimated interest component of net rental expense		31		20		57		41

		$	852	$	1,460	$	1,717	$	3,148

Ratio of earnings to fixed charges ⁽²⁾			2.82		1.87		2.78		1.72

⁽¹⁾: As defined in Item 503(d) of Regulation S-K.
⁽²⁾: These computations are included herein in compliance with Securities and Exchange Commission Regulations. However, management believes that fixed charge ratios are not meaningful measures for the business of the Company because of two factors. First, even if there were no change in net income, the ratios would decline with an increase in the proportion of income which is tax-exempt or, conversely, they would increase with a decrease in the proportion of income which is tax-exempt. Second, even if there were no change in net income, the ratios would decline if interest income and interest expense increase by the same amount due to an increase in the level of interest rates or, conversely, they would increase if interest income and interest expense decrease by the same amount due to a decrease in the level of interest rates.

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EXHIBIT 99(a) WASHINGTON MUTUAL, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

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EXHIBIT 99(b)
WASHINGTON MUTUAL, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED DIVIDENDS

		Three Months Ended June 30,				Six Months Ended June 30,
		2002		2001		2002		2001
		(in millions)
Earnings, including interest on deposits ⁽¹⁾ :
Income before income tax expense		$	1,552	$	1,267	$	3,052	$	2,281
Fixed charges			1,516		2,283		3,029		4,858

		$	3,068	$	3,550	$	6,081	$	7,139

Preferred dividend requirement		$	2	$	2	$	4	$	3
Ratio of income before income tax expense to net income			1.58		1.59		1.58		1.59

Preferred dividends ⁽²⁾		$	3	$	3	$	6	$	5

Fixed charges ⁽¹⁾ :
	Interest expense	$	1,485	$	2,263	$	2,972	$	4,817
	Estimated interest component of net rental expense		31		20		57		41

			1,516		2,283		3,029		4,858

	Fixed charges and preferred dividends	$	1,519	$	2,286	$	3,035	$	4,863

Ratio of earnings to fixed charges and preferred dividends ⁽³⁾			2.02		1.55		2.00		1.47

Earnings, excluding interest on deposits:
Income before income tax expense		$	1,552	$	1,267	$	3,052	$	2,281
Fixed charges			852		1,460		1,717		3,148

		$	2,404	$	2,727	$	4,769	$	5,429

Preferred dividends ⁽²⁾		$	3	$	3	$	6	$	5
Fixed charges:
	Interest expense	$	1,485	$	2,263	$	2,972	$	4,817
	Less: interest on deposits		664		823		1,312		1,710
	Estimated interest component of net rental expense		31		20		57		41

			852		1,460		1,717		3,148

	Fixed charges and preferred dividends	$	855	$	1,463	$	1,723	$	3,153

Ratio of earnings to fixed charges and preferred dividends ⁽³⁾			2.81		1.86		2.77		1.72

⁽¹⁾: As defined in Item 503(d) of Regulation S-K.
⁽²⁾: The preferred dividends were increased to amounts representing the pretax earnings that would be required to cover such dividend requirements.
⁽³⁾: These computations are included herein in compliance with Securities and Exchange Commission Regulations. However, management believes that fixed charge ratios are not meaningful measures for the business of the Company because of two factors. First, even if there were no change in net income, the ratios would decline with an increase in the proportion of income which is tax-exempt or, conversely, they would increase with a decrease in the proportion of income which is tax-exempt. Second, even if there were no change in net income, the ratios would decline if interest income and interest expense increase by the same amount due to an increase in the level of interest rates or, conversely, they would increase if interest income and interest expense decrease by the same amount due to a decrease in the level of interest rates.

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EXHIBIT 99(b) WASHINGTON MUTUAL, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

EXHIBIT 99(c)
WASHINGTON MUTUAL, INC.

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Washington Mutual, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kerry K. Killinger, the Chief Executive Officer of Washington Mutual, Inc., do hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1): The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:

/s/ KERRY K. KILLINGER

Kerry K. Killinger
Chairman, President and Chief Executive Officer of Washington Mutual, Inc.

EXHIBIT 99(d)
WASHINGTON MUTUAL, INC.

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Washington Mutual, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William A. Longbrake, the Chief Financial Officer of Washington Mutual, Inc., do hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1): The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:

/s/ WILLIAM A. LONGBRAKE

William A. Longbrake
Vice Chair, Enterprise Risk Management and Chief Financial Officer of Washington Mutual, Inc.