11-K 1 form11-k.htm WBCO FORM 11-K form11-k.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

(Mark One)

[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2011

     [  ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________

Commission File Number 000-24503

Whidbey Island Bank 401(k) Plan

WASHINGTON BANKING COMPANY

450 SW Bayshore Drive

Oak Harbor, Washington 98277
_______________________________________________
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive officer)



 
 
 

REQUIRED INFORMATION

In lieu of the requirements of Items 1-3 of Form 11-K, and as permitted by Item 4 of Form 11-K, Plan financial statements and schedules are being filed in accordance with the financial reporting requirements of ERISA.

 
 
 

 



   
Page
  
    1  
FINANCIAL STATEMENTS
        
    2  
    3  
    4  
SUPPLEMENTAL SCHEDULE REQUIRED BY THE DEPARTMENT OF LABOR
        
    12  
    13  
    13  


 
 
 

 
To the Administration Committee
Whidbey Island Bank 401(k) Plan

We have audited the accompanying statement of net assets available for benefits of Whidbey Island Bank 401(k) Plan (the “Plan”) as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements and supplemental schedule are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Whidbey Island Bank 401(k) Plan as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
 
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) at December 31, 2011 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 

/s/ Moss Adams LLP
Everett, Washington
June 27, 2012


 
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WHIDBEY ISLAND BANK 401(K) PLAN

December 31, 2011 and 2010

 
   
2011
    
2010
  
ASSETS
            
Investments, fair value
   $ 12,983,967     $ 12,868,797  
Notes receivable from participants
     466,267       319,760  
Total assets
     13,450,234       13,188,557  
NET ASSETS AVAILABLE FOR BENEFITS
   $ 13,450,234     $ 13,188,557  



See accompanying notes to these financial statements.
 
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WHIDBEY ISLAND BANK 401(K) PLAN

Year Ended December 31, 2011

 
   
2011
  
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
      
Investment Income
      
Net depreciation in fair value of investments
   $ (880,585 )
Dividends
     145,511  
Interest
     41,644  
Total investment loss
     (693,430 )
         
Interest Income on Notes Receivable from Participants
     16,834  
         
Contributions
        
Employer
     353,794  
Participant
        
Salary deferral
     1,268,742  
Rollover
     294,069  
Total contributions
     1,916,605  
Total additions
     1,240,009  
         
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
        
Benefits paid to participants
     978,332  
Total deductions
     978,332  
         
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFIT
     261,677  
         
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year
     13,188,557  
         
NET ASSETS AVAILABLE FOR BENEFITS, end of year
   $ 13,450,234  


See accompanying notes to these financial statements.
 
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WHIDBEY ISLAND BANK 401(K) PLAN
Notes to Financial Statements
December 31, 2011 and 2010
 


The following brief description of the Whidbey Island Bank 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General – The Plan is a defined contribution plan, adopted January 1, 1993, to provide retirement and disability benefits to the employees of Whidbey Island Bank (the “Bank” and/or “Sponsor”), wholly owned subsidiary of Washington Banking Company (the “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and subsequent amendments.

Employer Contributions – The Bank matches 50% of each participant’s elected contributions, up to 6% of their eligible compensation. At the discretion of the Bank’s Board of Directors, annual profit sharing contributions are also allocated to eligible employees based upon annual participant earnings. Employees become eligible to receive matching and profit sharing contributions as of January 1, or July 1 after completing one year of service. For eligibility purposes, an employee is deemed to have one year of service upon completing 1,000 hours of service. There were no profit sharing contributions made by the Bank for the year ended December 31, 2011.

Participant Elected Contributions – All employees age twenty-one or older may elect to contribute a portion of their compensation into the Plan on a tax-deferred basis. The participant’s contribution may not exceed limits established in the Internal Revenue Code. Employees are eligible to make contributions on the first day of the month following their hire date. Withheld amounts are deposited by the Bank into the Plan as soon as practicable, but no later than the 15th business day following the end of the month in which amounts are contributed by employees or withheld from their wages. Participants direct the investment of their contributions to various investment options offered by the Plan.

Participant Accounts – Each participant's account is credited with the participant's contribution and allocations of (a) Bank's contribution and (b) plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Vesting – Participants are fully vested in their participant elected and employer matching contributions at all times. For vesting of discretionary employer profit sharing contributions, an employee must complete 1,000 hours of service during a vesting computation period in order to receive credit for one year of service. Employer profit sharing contributions vest as follows: 1 year of service – 0%; 2 years – 20%; 3 years – 40%; 4 years – 60%; 5 years – 80%; 6 years – 100%. Participants become fully vested at the age of 65, upon the participant’s death or upon permanent disability.

Forfeitures – Forfeitures are the non-vested portion of a participant’s account that is lost upon termination of employment. Forfeitures are used to reduce the Plan sponsor’s matching contributions or to pay Plan expenses. For the year ending December 31, 2011, there was $868 in forfeitures, all of which were used to pay Plan expenses.  As of December 31, 2011 and 2010, forfeited non-vested accounts totaled $252 and $245, respectively.

Notes Receivable from Participants – Participant loans are made at the discretion of the Plan administrator. Loans cannot exceed the lesser of 50% of the participant’s total vested account balance or $50,000. Loans are collateralized by participant account balances and bear interest at rates that range from 4.25% to 8.50%, which are commensurate with local prevailing rates. Principal and interest is paid ratably through payroll deductions.


 
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WHIDBEY ISLAND BANK 401(K) PLAN
Notes to Financial Statements
December 31, 2011 and 2010
 

Note 1 – Description of Plan (Continued)

Investment Options – The Plan’s trustees establish investment options including the Sponsor’s common stock, Washington Banking Company. Participants direct their contributions into any of the available investment options. The Plan does not require collateral or other security to support these financial instruments. Participants may change their investment options at any time.

Investment securities are exposed to various risks, such as interest rate, market and credit risk. In addition, many of the Plan’s investments are, by their nature, concentrated in certain industry segments or investment types, which may create additional risks due to investment concentrations. It is reasonably possible, given the level of risk associated with investment securities that changes in the near term could materially affect participants’ account balances and the amounts reported in the financial statements.

Payment of Benefits – On retirement, death, disability or termination, a participant may elect to receive their vested account balance in a lump sum amount or monthly, quarterly or annual installment payments over a fixed reasonable period not to exceed the life expectancy of the employee or the employee’s beneficiaries. At December 31, 2011, net assets include approximately $1.5 million in accounts of participants that have separated from service. None of these amounts were payable by the Plan as of December 31, 2011. With approval of the Sponsor, early withdrawals may be paid by the Plan to those employees experiencing a financial hardship as defined by the Plan.

Administrative Expenses – All administrative expenses of the Plan may be paid out of the Plan’s assets if the Sponsor does not pay the expenses directly.

Plan Termination – Although it is currently the intent of the Bank to continue the Plan, the Bank may terminate the Plan upon giving 60 days notice to the Trustee. In the event of such discontinuance, the net assets of the Plan would be distributed to the participants in the proportion determined by their respective accounts. Upon termination, all participants’ accounts would become fully vested.



 
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WHIDBEY ISLAND BANK 401(K) PLAN
Notes to Financial Statements
December 31, 2011 and 2010

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting – The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America, using the accrual method of accounting.

Use of Estimates – The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements – In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. The guidance, which was effective for reporting periods beginning after December 15, 2009, required additional disclosures about transfers between levels within the fair value hierarchy, and clarified existing disclosure requirements regarding classes of assets and liabilities measured at fair value. Additional guidance which is effective for reporting periods beginning after December 15, 2010 requires the Plan to present information about purchases, sales, issuances, and settlements on a gross basis in the reconciliation of the beginning and ending balance of Level 3 fair value measurements. The Plan adopted the Level 3 reconciliation disclosures effective January 1, 2011.
 
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU No. 2011-04 requires disclosure of valuation techniques for Level 2 and Level 3 measurements and for Level 3 measurements requires disclosure of valuation processes used by the reporting entity and quantitative information about significant unobservable inputs. ASU No. 2011-04 requires information about all transfers between levels 1 and 2, not just significant transfers, as well as additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. It also requires disclosure of the categorization by level for items that are not measured at fair value in the statement of net assets available for benefits but are disclosed at fair value.  The new guidance is effective for reporting periods beginning after December 15, 2011. Plan management does not expect the adoption of ASU No. 2011-04 to have a material effect on the statement of net assets available for benefits and statement of changes in net assets available for benefits.

Investment Contracts – Investment contracts held by the Plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of the Plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Authoritative guidance requires the statements of net assets available for benefits present the fair value of the investments, as well as the adjustment from fair value to contract value for fully benefit-responsive investment contracts. The statement of changes in net assets available for benefits is prepared on a contract value basis.

The investments in fully benefit-responsive investment contracts are stated at contract value, which approximated fair value at December 31, 2011 and 2010, and represents contributions, reinvested income, less any withdrawals and/or reserves plus accrued interest.


 
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WHIDBEY ISLAND BANK 401(K) PLAN
Notes to Financial Statements
December 31, 2011 and 2010
 

Note 2 – Summary of Significant Accounting Policies (Continued)

Investment Valuation – The Plan’s investments are stated at fair value. Quoted market prices are used to value investments in the Sponsor’s common stock. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Net appreciation of mutual fund accounts includes interest, dividends, and realized and unrealized gains or losses.

Income Recognition – Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.  The net depreciation in fair value of investments consists of both the realized gain or losses and unrealized appreciation or depreciation of those investments.
 
Benefit Payments – Benefits are recorded when paid.

Notes Receivable from Participants – Notes receivable from participants are measured at amortized cost, which represents unpaid principal balance plus accrued but unpaid interest, and are classified as notes receivable.

Federal Income Tax – The Plan had received a determination letter dated October 26, 1994 indicating that the Plan was qualified under the appropriate sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Internal Revenue Code.
 
Subsequent Events – Subsequent events are events or transactions that occur after the statement of net assets available for benefits date but before financial statements are issued. The Plan recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of net assets available for benefits, including the estimates inherent in the process of preparing the financial statements. The Plan’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the statement of net assets available for benefits but arose after the statement of net assets available for benefits date and before financial statements are issued.


 
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WHIDBEY ISLAND BANK 401(K) PLAN
Notes to Financial Statements
December 31, 2011 and 2010
 

Note 3 –Investments

The following is a summary of investments, at fair value, at December 31, 2011 and 2010:
 
   
2011
    
2010
  
Invesments at fair value as determined by quoted market price:
            
Washington Banking Company Common Stock
   $ 2,701,661 *   $ 3,280,850 *
Guaranteed Income Fund
     1,612,523 *     1,290,866 *
Rainer: Small & Mid Cap Equity Fund
     1,004,712 *     986,458 *
Growth Fund of America
     921,060 *     922,175 *
PIMCO TTL Retirement Fund
     928,961 *     866,444 *
Goldman Sachs Mid Cap Value Fund (A)
     803,152 *     838,938 *
AMER: Europacific Growth Fund
     870,989 *     764,891 *
Eaton Vance Large Cap Value Fund (A)
     595,430       624,055  
Allianz NFJ Small Cap Value Fund (A)
     210,273       535,929  
Baron Small Cap Fund
     577,100       471,846  
Davis New York Venture Fund (A)
     361,965       408,781  
DWS Small Cap Value Fund (A)
     258,908       268,197  
Allianz NFJ International Value Fund (A)
     549,690       266,794  
Fidelity Advance Government Income Fund
     366,756       246,167  
Oppenheimer Developing Markets Fund (A)
     259,106       244,672  
Dreyfus Index: S&P 500 Index Fund
     373,151       243,847  
Oppenheimer International Bond Fund (A)
     225,492       226,265  
Oppenheimer Real Estate Fund (A)
     244,485       214,078  
AIM Mid Cap Core Equity Fund (A)
     118,553       167,544  
    $ 12,983,967     $ 12,868,797  

* Investment represents 5% or more of net assets available for benefits.

 
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WHIDBEY ISLAND BANK 401(K) PLAN
Notes to Financial Statements
December 31, 2011 and 2010

Note 3 –Investments (Continued)

During 2011, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:
 
   
2011
  
Investments at fair value as determined by quoted market price:
      
Shares of Bank common stock
   $ (398,493 )
Registered investment companies
     (482,092 )
Net depreciation in fair value
   $ (880,585 )

Investment Contracts – The Plan’s Guaranteed Income Fund is a fully benefit-responsive investment contract. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk or the contract issuer or otherwise. Crediting rates on the investment contract is based on a formula agreed upon with the issuer, but may not be less than 1.50%. Interest rates are reviewed on a semiannual basis for resetting.

The concept of a value other than Contract Value does not apply to the Plan’s Guaranteed Income Fund investment contract. Upon a discontinuance of the contract, the Contract Value would be paid no later than 90 days from the date the sponsor provides notice to discontinue. This contract's operation is different than many other annuity products in the market by virtue of the fact that a Market Value (Fair Value) Adjustment does not apply upon discontinuance. There are not any specific securities in the general account that back the liabilities of this investment contract and it would be inappropriate to look to the market value of the securities within the insurer's general account to determine a Fair Value. The Plan owns a promise to pay interest at crediting rates which are announced in advance and guaranteed for a specified period of time as outlined in the group annuity contract.

This product is not a traditional GIC and therefore there are not any known cash flows that could be discounted. As a result, the fair value amount shown below is equal to the contract value.
 
                                 
Adjustment
  
   
Average Yield
    
Crediting Interest Rate
    
Investments at
    
to Contract
  
   
2011
    
2010
    
2011
    
2010
    
Fair Value
    
Value
  
Prudential Insurance Company
     2.95 %     3.30 %     2.95 %     3.30 %   $ 1,612,523     $ -  
Guaranteed Income Fund
                                                

Note 4 – Party-in-Interest Transactions

The Plan invests in the common stock of Washington Banking Company and qualifies as a party-in-interest.  The Plan also has investments in Prudential Insurance Company, which also qualifies as a party-in-interest.

Note 5 – Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market volatility, and credit risk. In addition, many of the Plan’s investments are by their nature, concentrated in certain industry segments or investment types, which may create additional risks due to investment concentrations. It is reasonably possible, given the level of risk associated with investment securities that changes in the near term could materially affect participants’ account balances and the amounts reported in the financial statements.

 
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WHIDBEY ISLAND BANK 401(K) PLAN
Notes to Financial Statements
December 31, 2011 and 2010
 

Note 6 – Plan Termination

Although it is currently the intent of the Bank to continue the Plan, the Bank may terminate the Plan upon giving 60 days notice to the trustees. In the event of such discontinuance, the net assets of the Plan would be distributed to the participants in the proportion determined by their respective accounts. Upon termination, all participants’ accounts would become fully vested.

Note 7 – Fair Value Measurements

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
 
Level 1
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.

Level 2
Quoted prices in markets that are not considered to be active or financial instruments without quoted market prices, but for which all significant inputs are observable, either directly or indirectly.

Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2011 and 2010.

Registered investment companies (Mutual funds): Shares of registered investment company funds (or mutual funds) are valued at the net asset value (NAV) of shares held by the Plan and are valued at the closing price reported on the active market on which the individual securities are traded.  Mutual funds are determined to be a Level 1 investment.

Plan Sponsor Common Stock:  Shares of the Plan Sponsor common stock are valued at the closing price as reported on a national securities exchange.  Plan Sponsor common stock is determined to be a Level 1 investment.

Guaranteed Investment Contract:  Units of the guaranteed investment contract are measured at fair value which approximates contract value.  Contract value represents deposits made to the contract, plus earnings generated at the crediting rates, less withdrawals and fees (see further discussion in Note 3).   The guaranteed investment contract is determined to be a Level 2 investment.

 
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WHIDBEY ISLAND BANK 401(K) PLAN
Notes to Financial Statements
December 31, 2011 and 2010

Note 7 – Fair Value Measurements (Continued)

The following table discloses by level, the fair value hierarchy, of the Plan’s assets at fair value as of December 31, 2011 and 2010:
 
   
Assets at Fair Value at December 31, 2011
  
   
Level 1
    
Level 2
    
Level 3
    
Total
  
Mutual funds:
                        
Growth funds
   $ 2,502,872     $ -     $ -     $ 2,502,872  
Value funds
     2,207,180       -       -       2,207,180  
International funds
     1,565,860       -       -       1,565,860  
Other funds
     984,392       -       -       984,392  
Fixed income funds
     928,961       -       -       928,961  
Blend funds
     480,518       -       -       480,518  
Total mutual funds
     8,669,783       -       -       8,669,783  
Common stocks - Financials
     2,701,661       -       -       2,701,661  
Guaranteed investment contract
     -       1,612,523       -       1,612,523  
Total assets at fair value
   $ 11,371,444     $ 1,612,523     $ -     $ 12,983,967  
 
   
Assets at Fair Value at December 31, 2010
  
   
Level 1
    
Level 2
    
Level 3
    
Total
  
Mutual funds:
                        
Growth funds
   $ 2,380,479     $ -     $ -     $ 2,380,479  
Value funds
     2,267,119       -       -       2,267,119  
International funds
     1,502,622       -       -       1,502,622  
Other funds
     704,092       -       -       704,092  
Fixed income funds
     866,444       -       -       866,444  
Blend funds
     576,325       -       -       576,325  
Total mutual funds
     8,297,081       -       -       8,297,081  
Common stocks - Financials
     3,280,850       -       -       3,280,850  
Guaranteed investment contract
     -       1,290,866       -       1,290,866  
Total assets at fair value
   $ 11,577,931     $ 1,290,866     $ -     $ 12,868,797  
 
by the Department of Labor

 
 
WHIDBEY ISLAND BANK 401(K) PLAN
EIN Number 91-0726237
Plan Number 001
Schedule H, Line 4(i) – Schedule of Assets (Held at Year End)
December 31, 2011

 
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
            
                   
(a)
  
(b)
(c)
  
(d)
    
(e)
  
   
Identity of issue, borrower, lesser or similar party
Description of investment including maturity date, rate of interest, collateral, par or maturity value
  
Cost**
    
Current Value
  
  *  
Washington Banking Company Common Stock
Common stock, 226,840 shares
     **     $ 2,701,661  
  *  
Prudential Insurance Company
GIC, 2.95% interest as of 12/31/11
     **       1,612,523  
     
Rainer: Small & Mid Cap Equity Fund
Registered Investment Company
     **       1,004,712  
     
Growth Fund of America
Registered Investment Company
     **       921,060  
     
PIMCO TTL Retirement Fund
Registered Investment Company
     **       928,961  
     
Goldman Sachs Mid Cap Value Fund
Registered Investment Company
     **       803,152  
     
AMER: Europacific Growth Fund
Registered Investment Company
     **       870,989  
     
Eaton Vance Large Cap Value Fund
Registered Investment Company
     **       595,430  
     
Allianz NFJ Small Cap Value Fund
Registered Investment Company
     **       210,273  
     
Baron Small Cap Fund
Registered Investment Company
     **       577,100  
     
Davis New York Venture Fund
Registered Investment Company
     **       361,965  
     
DWS Small Cap Value Fund
Registered Investment Company
     **       258,908  
     
Allianz NFJ International Value Fund
Registered Investment Company
     **       549,690  
     
Fidelity Advance Government Income Fund
Registered Investment Company
     **       366,756  
     
Oppenheimer Developing Markets Fund
Registered Investment Company
     **       259,106  
     
Dreyfus Index: S&P 500 Index Fund
Registered Investment Company
     **       373,151  
     
Oppenheimer International Bond Fund
Registered Investment Company
     **       225,492  
     
Oppenheimer Real Estate Fund
Registered Investment Company
     **       244,485  
     
AIM Mid Cap Core Equity Fund
Registered Investment Company
     **       118,553  
  *  
Participant loans
Rates ranging from 4.25% to 8.50%,
     -       466,267  
       
collateralized by participant's
                
       
vested equity accounts
                
                         
* Indicates party in interest
                  
** Historical cost information is not required for participant directed accounts
                

 
 
-12-
WHIDBEY ISLAND BANK 401(K) PLAN
EIN Number 91-0726237
Plan Number 001
December 31, 2011
 

 



Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee or other persons who administer the employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:
June 27, 2012
  

WHIDBEY ISLAND BANK 401(K) PLAN
 
     
By
/s/ John L. Wagner
  
 
John L. Wagner, Trustee
  
     



 
 
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