WBCO / Washington Banking Co - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Washington Banking Co
US
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

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CIK 1058690
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Washington Banking Co
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 13, 2015 SC 13G/A

WBCO / Washington Banking Co / Forest Hill Capital, LLC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.

May 12, 2014 15-12G

- WASHINGTON BANKING COMPANY FORM 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-24503 Washington Banking Company (Exact name of registrant as specified

May 6, 2014 S-8 POS

- FORM S-8 POS WASHINGTON BANKING COMPANY

As filed with the Securities and Exchange Commission on May 5, 2014 Registration No.

May 6, 2014 S-8 POS

- FORM S-8 POS WASHINGTON BANKING COMPANY

As filed with the Securities and Exchange Commission on May 6, 2014 Registration No.

May 6, 2014 S-8 POS

- FORM S-8 POS WASHINGTON BANKING COMPANY

As filed with the Securities and Exchange Commission on May 6, 2014 Registration No.

April 25, 2014 EX-99.1

Washington Banking Company Earns $4.4 Million, or $0.28 per Share, in 1Q14 Loans Grow 8% and Core Deposits Increase 10% Year-Over-Year

Exhibit 99.1 Washington Banking Company Earns $4.4 Million, or $0.28 per Share, in 1Q14 Loans Grow 8% and Core Deposits Increase 10% Year-Over-Year OAK HARBOR, WA – April 24, 2014 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported it earned $4.4 million, or $0.28 per diluted share, in the first quarter of 2014, fueled by robust loan growth, str

April 25, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2014 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File

April 17, 2014 EX-99.1

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 99.1 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT Washington Banking Company dba Whidbey Island Bank (“Employer”) and George Bowen (“Executive”) agree to the following amendments to the Employment Agreement between Employer and Executive dated December 31, 2011 (“the Agreement”) in order to clarify the provision of health insurance continuation benefits for Executive in the event his/her em

April 17, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2014 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File

April 16, 2014 EX-99.1

Washington Banking Company Shareholders Approve Merger with Heritage Financial

EX-99.1 2 f8kwbcomtgrstls041514ex991.htm WASHINGTON BANKING COMPANY SHAREHOLDERS APPROVE MERGER WITH HERITAGE FINANCIAL EXHIBIT 99.1 Washington Banking Company Shareholders Approve Merger with Heritage Financial OAK HARBOR, WA – April 15, 2014 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today announced its shareholders overwhelmingly approved the merge

April 16, 2014 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2014 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File

April 7, 2014 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2014 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File N

April 7, 2014 EX-99.1

Glass Lewis Joins ISS in Supporting Proposed Heritage Financial – Washington Banking Transaction

EX-99.1 2 f8kwbco032714divex991.htm FOR IMMEDIATE RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE April 3, 2014 Glass Lewis Joins ISS in Supporting Proposed Heritage Financial – Washington Banking Transaction Olympia and Oak Harbor, Washington, April 3, 2014/Globe Newswire/ - Heritage Financial Corporation (“Heritage”) (NASDAQ: HFWA) and Washington Banking Company (“Washington Banking”) (NASDAQ: WBCO)

April 7, 2014 EX-99.2

Washington Banking Declares Quarterly Dividend of $0.14 per Share

EXHIBIT 99.2 Washington Banking Declares Quarterly Dividend of $0.14 per Share OAK HARBOR, WA – April 4, 2014 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, announced today that the Board of Directors declared a cash dividend of $0.14 per common share to be paid on April 29th to shareholders of record on April 15, 2014. Payment of the quarterly dividend h

April 7, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 f8kwbco032714div.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2014 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 0

March 17, 2014 DEFM14A

- DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 14, 2014 EX-12.1

For the Year Ended December 31, 2013 2012 2011 2010 2009 2008 2007 Excluding interest on deposits Income before income tax 21,368 24,700 23,063 37,367 9,100 12,261 13,577 Fixed charges Interest on short-term borrowings & long-term debt 478 532 489 73

Exhibit 12.1 Ratio of Earnings to Fixed Charges For the Year Ended December 31, 2013 2012 2011 2010 2009 2008 2007 Excluding interest on deposits Income before income tax 21,368 24,700 23,063 37,367 9,100 12,261 13,577 Fixed charges Interest on short-term borrowings & long-term debt 478 532 489 739 1,099 2,392 2,141 One-third of net rental expense 570 515 486 413 208 144 141 Total fixed charges 1,

March 14, 2014 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY The director of Washington Banking Company (the "Company"), whose signature appears below, hereby appoints John L.

March 14, 2014 EX-21

Subsidiaries of the Registrant Subsidiary of the Company is Whidbey Island Bank, Oak Harbor, Washington Subsidiary of the Company is Washington Master Trust, Wilmington, Delaware Subsidiary of the Bank is Rural One, LLC, West Sacramento, California

Exhibit 21 Subsidiaries of the Registrant Subsidiary of the Company is Whidbey Island Bank, Oak Harbor, Washington Subsidiary of the Company is Washington Master Trust, Wilmington, Delaware Subsidiary of the Bank is Rural One, LLC, West Sacramento, California

March 14, 2014 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] Annual report pursuant to Section 13 or l5(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2013 [ ] 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 000-24503 WASHINGTON BAN

February 14, 2014 SC 13G

WBCO / Washington Banking Co / Wellington Management Group LLP - DISCLOSURE DOCUMENT Passive Investment

SC 13G 1 secfiling.htm DISCLOSURE DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Washington Banking Company (Name of Issuer) Common Stock (Title of Class of Securities) 937303105 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 14, 2014 SC 13G/A

WBCO / Washington Banking Co / ENDICOTT MANAGEMENT CO - WASHINGTON BANKING COMPANY Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.4)* Washington Banking Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 937303105 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to whi

February 14, 2014 SC 13G/A

WBCO / Washington Banking Co / JACOBS SY Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2014 SC 13G

WBCO / Washington Banking Co / Forest Hill Capital, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Washington Banking Company (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 937303105 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1(d) 1 of 7 CUSIP No.

February 14, 2014 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, No Par Value, of Washington Banking Company, and further agree that this Joint Filing Agreem

January 31, 2014 EX-99.2

Washington Banking Declares Quarterly Dividend

EX-99.2 3 exhibit992.htm Exhibit 99.2 Washington Banking Declares Quarterly Dividend OAK HARBOR, WA – January 30, 2014 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, announced today that the Board of Directors declared a cash dividend for the 63rd consecutive quarter. The cash dividend of $0.08 per common share will be paid on February 26th to shareholder

January 31, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2014 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission Fil

January 31, 2014 EX-99.1

Washington Banking Company Earns $14.5 Million, or $0.93 per Share, in 2013 Continuing Improvements in Asset Quality and Solid Loan Growth Contribute to Profits

Exhibit 99.1 Washington Banking Company Earns $14.5 Million, or $0.93 per Share, in 2013 Continuing Improvements in Asset Quality and Solid Loan Growth Contribute to Profits OAK HARBOR, WA – January 30, 2014 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported it earned $14.5 million, or $0.93 per diluted share in 2013, with a 38.2% decline in no

December 27, 2013 EX-99.1

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

EX-99.1 2 f8kwbco122613ex991.htm AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 99.1 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT Washington Banking Company dba Whidbey Island Bank (“Employer”) and (“Executive”) agree to the following amendments to the Employment Agreement between Employer and Executive dated (“the Agreement”) in order to clarify the provision of health insurance continuation

December 27, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission Fi

November 7, 2013 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or l5(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 [ ] 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 000-24503 WASHI

October 31, 2013 425

Merger Prospectus - 425

425 Filed by Heritage Financial Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Washington Banking Company (Commission File No.

October 25, 2013 425

Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 91-172

October 25, 2013 EX-99.1

FORM OF VOTING AND SUPPORT AGREEMENT October 23, 2013

Exhibit 99.1 FORM OF VOTING AND SUPPORT AGREEMENT October 23, 2013 [Company] Ladies and Gentlemen: Heritage Financial Corporation (“Heritage”) and Washington Banking Company (“Washington Banking”) have entered into an Agreement and Plan of Merger dated as of October 23, 2013 (the “Merger Agreement”) pursuant to which, among other things, and subject to the terms and conditions set forth therein, (

October 25, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER by and between HERITAGE FINANCIAL CORPORATION WASHINGTON BANKING COMPANY Dated as of October 23, 2013 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 1 1.3 Effects of the Merger 1 1.4 Conve

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between HERITAGE FINANCIAL CORPORATION and WASHINGTON BANKING COMPANY Dated as of October 23, 2013 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 1 1.3 Effects of the Merger 1 1.4 Conversion of Stock 2 1.5 Washington Banking Stock Options; Washington Banking Restricted Stock Unit Awards 3 1.6 Articles of Incorporation

October 25, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 91-1725825 (Com

October 25, 2013 EX-99.1

FORM OF VOTING AND SUPPORT AGREEMENT October 23, 2013

Exhibit 99.1 FORM OF VOTING AND SUPPORT AGREEMENT October 23, 2013 [Company] Ladies and Gentlemen: Heritage Financial Corporation (“Heritage”) and Washington Banking Company (“Washington Banking”) have entered into an Agreement and Plan of Merger dated as of October 23, 2013 (the “Merger Agreement”) pursuant to which, among other things, and subject to the terms and conditions set forth therein, (

October 25, 2013 EX-99.1

FORM OF VOTING AND SUPPORT AGREEMENT October 23, 2013

Exhibit 99.1 FORM OF VOTING AND SUPPORT AGREEMENT October 23, 2013 [Company] Ladies and Gentlemen: Heritage Financial Corporation (“Heritage”) and Washington Banking Company (“Washington Banking”) have entered into an Agreement and Plan of Merger dated as of October 23, 2013 (the “Merger Agreement”) pursuant to which, among other things, and subject to the terms and conditions set forth therein, (

October 25, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER by and between HERITAGE FINANCIAL CORPORATION WASHINGTON BANKING COMPANY Dated as of October 23, 2013 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 1 1.3 Effects of the Merger 1 1.4 Conve

EX-2.1 2 d617677dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between HERITAGE FINANCIAL CORPORATION and WASHINGTON BANKING COMPANY Dated as of October 23, 2013 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 1 1.3 Effects of the Merger 1 1.4 Conversion of Stock 2 1.5 Washington Banking Stock Options; Washington Banking Restricted Stock Unit Award

October 25, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER by and between HERITAGE FINANCIAL CORPORATION WASHINGTON BANKING COMPANY Dated as of October 23, 2013 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 1 1.3 Effects of the Merger 1 1.4 Conve

EX-2.1 2 d617677dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between HERITAGE FINANCIAL CORPORATION and WASHINGTON BANKING COMPANY Dated as of October 23, 2013 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Effective Time 1 1.3 Effects of the Merger 1 1.4 Conversion of Stock 2 1.5 Washington Banking Stock Options; Washington Banking Restricted Stock Unit Award

October 25, 2013 425

Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2013 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) WASHINGTON 0-29480 91-1857900 (State or other jurisdiction of incorporat

October 24, 2013 EX-99.2

HERITAGE FINANCIAL CORPORATION NASDAQ: HFWA Washington Banking Company NASDAQ: WBCO Attractive Pacific Northwest Partnership October 23, 2013

Exhibit 99.2 HERITAGE FINANCIAL CORPORATION NASDAQ: HFWA Washington Banking Company NASDAQ: WBCO Attractive Pacific Northwest Partnership October 23, 2013 2 Forward?Looking Statements When used in this presentation and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral statements

October 24, 2013 425

Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2013 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) WASHINGTON 0-29480 91-1857900 (State or other jurisdiction of incor

October 24, 2013 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 91-172

October 24, 2013 EX-99.1

Heritage Financial Corporation and Washington Banking Company to Merge Attractive Pacific Northwest Partnership Between Two Quality Community Banks

Exhibit 99.1 Filed by Heritage Financial Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Washington Banking Company Commission File No. 000-24503 FOR IMMEDIATE RELEASE DATE: October 23, 2013 Transaction Announcement Conference Call October 24, 2013 at 9:00 a.m. Pacific Time To access

October 24, 2013 EX-99.1

Washington Banking Company Earns $4.5 Million, or $0.29 per Share, in 3Q13 Fueled by Solid Loan and Core Deposit Growth

EXHIBIT 99.1 Washington Banking Company Earns $4.5 Million, or $0.29 per Share, in 3Q13 Fueled by Solid Loan and Core Deposit Growth OAK HARBOR, WA – October 23, 2013 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported it earned $4.5 million, or $0.29 per diluted share in the third quarter, up from $2.9 million or $0.19 per diluted share, in the

October 24, 2013 EX-99.1

Heritage Financial Corporation and Washington Banking Company to Merge Attractive Pacific Northwest Partnership Between Two Quality Community Banks

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE DATE: October 23, 2013 Transaction Announcement Conference Call October 24, 2013 at 9:00 a.m. Pacific Time To access the call, please dial (800) 288-8961 Heritage Financial Corporation and Washington Banking Company to Merge Attractive Pacific Northwest Partnership Between Two Quality Community Banks Olympia and Oak Harbor, Washington, October 23, 2013 /

October 24, 2013 EX-99.2

HERITAGE FINANCIAL CORPORATION NASDAQ: HFWA Washington Banking Company NASDAQ: WBCO Attractive Pacific Northwest Partnership October 23, 2013

EX-99.2 Exhibit 99.2 HERITAGE FINANCIAL CORPORATION NASDAQ: HFWA Washington Banking Company NASDAQ: WBCO Attractive Pacific Northwest Partnership October 23, 2013 2 Forward?Looking Statements When used in this presentation and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral st

October 24, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission Fil

October 24, 2013 EX-99.1

Heritage Financial Corporation and Washington Banking Company to Merge Attractive Pacific Northwest Partnership Between Two Quality Community Banks

Exhibit 99.1 FOR IMMEDIATE RELEASE DATE: October 23, 2013 Transaction Announcement Conference Call October 24, 2013 at 9:00 a.m. Pacific Time To access the call, please dial (800) 288-8961 Heritage Financial Corporation and Washington Banking Company to Merge Attractive Pacific Northwest Partnership Between Two Quality Community Banks Olympia and Oak Harbor, Washington, October 23, 2013 / PRNewswi

October 24, 2013 425

Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 91-172

October 24, 2013 EX-99.2

Filed by Heritage Financial Corporation

Exhibit 99.2 Filed by Heritage Financial Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Washington Banking Company Commission File No. 000-24503 HERITAGE FINANCIAL CORPORATION NASDAQ: HFWA Washington Banking Company NASDAQ: WBCO Attractive Pacific Northwest Partnership October 23, 20

October 24, 2013 EX-99.2

Washington Banking Declares Quarterly Dividend

EX-99.2 3 f8kwbco102313ex992.htm WASHINGTON BANKING DECLARES QUARTERLY DIVIDEND EXHIBIT 99.2 Washington Banking Declares Quarterly Dividend OAK HARBOR, WA – October 23, 2013 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, announced today that the Board of Directors declared a cash dividend for the 62nd consecutive quarter. The cash dividend of $0.145 per c

July 26, 2013 EX-99.1

Washington Banking Company Earns $2.9 Million, or $0.19 per Share, in 2Q13

EXHIBIT 99.1 Washington Banking Company Earns $2.9 Million, or $0.19 per Share, in 2Q13 OAK HARBOR, WA – July 25, 2013 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported it earned $2.9 million, or $0.19 per diluted share, down from $4.6 million or $0.30 per diluted share, in the preceding quarter and up 2% from $2.8 million, or $0.18 per dilute

July 26, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File N

July 26, 2013 EX-99.2

Washington Banking Declares its 61st Consecutive Quarterly Dividend

EXHIBIT 99.2 Washington Banking Declares its 61st Consecutive Quarterly Dividend OAK HARBOR, WA – July 25, 2013 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, announced today that the Board of Directors declared a cash dividend for the 61st consecutive quarter. The cash dividend of $0.09 per common share will be paid on August 19th to shareholders of reco

June 27, 2013 11-K

- 11-K

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, 2012 [ ] 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)

May 24, 2013 EX-99.1

Washington Banking Authorizes Stock Repurchase Program

EXHIBIT 99.1 Washington Banking Authorizes Stock Repurchase Program OAK HARBOR, WA – May 24, 2013 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today announced that its Board of Directors has authorized the repurchase of up to 775,000 shares of the Company's outstanding shares or approximately 5% of current outstanding. “Based on current industry conditi

May 24, 2013 8-K

Financial Statements and Exhibits, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File Nu

May 6, 2013 8-K

Submission of Matters to a Vote of Security Holders -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File Num

April 25, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File

April 25, 2013 EX-99.1

Washington Banking Company 1Q13 Profits Stable at $4.6 Million; Generates Return on Average Equity of 10.18% and Return on Average Assets of 1.11%

EXHIBIT 99.1 Washington Banking Company 1Q13 Profits Stable at $4.6 Million; Generates Return on Average Equity of 10.18% and Return on Average Assets of 1.11% OAK HARBOR, WA – April 25, 2013 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported it earned $4.6 million, or $0.30 per diluted share, even with the preceding quarter and down slightly f

April 25, 2013 EX-99.2

Washington Banking Declares its 60th Consecutive Quarterly Dividend

EXHIBIT 99.2 Washington Banking Declares its 60th Consecutive Quarterly Dividend OAK HARBOR, WA – April 25, 2013 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, announced today that the Board of Directors declared a quarterly cash dividend of $0.15 per common share to shareholders of record on May 6th and payable on May 20, 2013. “Our consistent profitabil

March 26, 2013 DEF 14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 28, 2013 EX-99.1

WASHINGTON BANKING CO. EXPANDS BOARD, WELCOMES NEW DIReCTorS

EXHIBIT 99.1 WASHINGTON BANKING CO. EXPANDS BOARD, WELCOMES NEW DIReCTorS OAK HARBOR, WA – February 28, 2013 – Washington Banking Company (Nasdaq: WBCO), announced today that it elected two directors to serve on its Board of Directors. Rhoda Altom and Deborah Gavin, the newly-elected directors, were also elected to serve on the board of Whidbey Island Bank, the Company’s wholly-owned subsidiary. “

February 28, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission Fi

February 14, 2013 SC 13G/A

WBCO / Washington Banking Co / JACOBS SY Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 31, 2013 EX-99.1

Washington Banking Company 2012 Profits Increase 13% to $16.8 Million; Fueled by Solid Loan Growth and Improving Asset Quality

EXHIBIT 99.1 Washington Banking Company 2012 Profits Increase 13% to $16.8 Million; Fueled by Solid Loan Growth and Improving Asset Quality OAK HARBOR, WA – January 31, 2013 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported 2012 earnings increased 13% to $16.8 million, or $1.09 per diluted share, compared to $14.9 million, or $0.97 per diluted

January 31, 2013 EX-99.2

Washington Banking Declares its 59th Consecutive Quarterly Dividend

EXHIBIT 99.2 Washington Banking Declares its 59th Consecutive Quarterly Dividend OAK HARBOR, WA – January 31, 2013 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, announced today that the Board of Directors declared a quarterly cash dividend of $0.15 per common share to shareholders of record on February 11th and payable on February 26, 2013. “We earned th

January 31, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2013 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission Fil

October 25, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2012 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission Fil

October 25, 2012 EX-99.1

Washington Banking Company 3Q12 Profits Increase 28% to $4.6 Million; EPS Up 25% to $0.30 from $0.24 in 3Q11

EXHIBIT 99.1 Washington Banking Company 3Q12 Profits Increase 28% to $4.6 Million; EPS Up 25% to $0.30 from $0.24 in 3Q11 OAK HARBOR, WA – October 25, 2012 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported earnings in the third quarter of 2012 increased to $4.6 million, or $0.30 per diluted share, compared to $2.8 million, or $0.18 per diluted

October 25, 2012 EX-99.2

Washington Banking Announces Increased Quarterly Dividend

EXHIBIT 99.2 Washington Banking Announces Increased Quarterly Dividend OAK HARBOR, WA – October 25, 2012 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, announced today that the Board of Directors declared a quarterly cash dividend of $0.15 per common share to shareholders of record on November 5th and payable on November 20, 2012. “We’ve increased the pay

July 26, 2012 EX-99.2

Washington Banking Declares Quarterly Dividend

EXHIBIT 99.2 Washington Banking Declares Quarterly Dividend OAK HARBOR, WA – July 26, 2012 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, announced today that the Board of Directors declared a quarterly cash dividend of $0.09 per common share to shareholders of record on August 6th and payable on August 21, 2012. This is the 57th consecutive quarter that

July 26, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2012 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File N

July 26, 2012 EX-99.1

Washington Banking Company Reports Profitable Second Quarter Earns $2.8 million, or $0.18 per Diluted Share

EXHIBIT 99.1 Washington Banking Company Reports Profitable Second Quarter Earns $2.8 million, or $0.18 per Diluted Share OAK HARBOR, WA – July 26, 2012 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported earnings in the second quarter of 2012 were $2.8 million, or $0.18 per diluted share, compared to $4.8 million, or $0.31 per diluted share, in

June 27, 2012 11-K

- WBCO FORM 11-K

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)

May 7, 2012 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2012 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File Num

April 26, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2012 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File

April 26, 2012 EX-99.1

Washington Banking Company Net Income Grows 13% to $4.8 Million in 1Q12 EPS Increases 63% Year-Over-Year to $0.31

EXHIBIT 99.1 Washington Banking Company Net Income Grows 13% to $4.8 Million in 1Q12 EPS Increases 63% Year-Over-Year to $0.31 OAK HARBOR, WA – April 26, 2012 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported improving profitability and moderate loan growth for the first quarter of 2012 and announced plans for future expansion. Net income incr

April 26, 2012 EX-99.2

Washington Banking Increases Quarterly Dividend

EXHIBIT 99.2 Washington Banking Increases Quarterly Dividend OAK HARBOR, WA – April 26, 2012 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, announced today that the Board of Directors declared a quarterly cash dividend of $0.14 per common share to shareholders of record on May 7th and payable on May 21, 2012. This is a 17% increase from the first quarter

March 29, 2012 DEF 14A

- WBCO PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

February 14, 2012 SC 13G/A

WBCO / Washington Banking Co / ENDICOTT MANAGEMENT CO - WASHINGTON BANKING COMPANY Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Washington Banking Company (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 937303105 (CUSIP Number) December 31, 2011 (Date of e

February 14, 2012 SC 13G/A

WBCO / Washington Banking Co / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Washington Banking Company (Name of Issuer) Common Stock (Title of Class of Securities) 937303105 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 14, 2012 SC 13G/A

WBCO / Washington Banking Co / JACOBS SY Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2012 SC 13G/A

WBCO / Washington Banking Co / ENDICOTT MANAGEMENT CO - WASHINGTON BANKING COMPANY Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Washington Banking Company (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 937303105 (CUSIP Number) December 31, 2011 (Date of e

January 27, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2012 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission Fil

January 27, 2012 EX-99.1

Washington Banking Company Earns $14.9 Million, or $0.97 per Share in 2011

EXHIBIT 99.1 Washington Banking Company Earns $14.9 Million, or $0.97 per Share in 2011 OAK HARBOR, WA – January 26, 2012 – Washington Banking Company (NASDAQ: WBCO), the holding company for Whidbey Island Bank, today reported improved profitability for both the year and the fourth quarter of 2011. Net income totaled $4.2 million, or $0.28 per diluted share, in the fourth quarter ended December 31

January 5, 2012 EX-99.1

EMPLOYMENT AGREEMENT

EXHIBIT 99.1 EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into this 31st day of December, 2011 (the “Effective Date”), by and between the WASHINGTON BANKING COMPANY and WHIDBEY ISLAND BANK (together, “the Employer”) with its principal office in Oak Harbor, Washington, and (the “Executive”). In consideration of the mutual promises made in this Agreement, the parties agr

January 5, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2012 Washington Banking Company (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-24503 (Commission File

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