•

0-K 1 a06-2446 110k.htm ANNUAL REPORT PURSUANT TO SECTION 13 AND 15(D)

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

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
Commission File Number 1-14667

WASHINGTON MUTUAL, INC.

(Exact name of registrant as specified in its charter)

General
Washington Mutual, Inc. is a Washington State corporation. It owns two federal savings associations as well as
numerous nonbank subsidiaries. Washington Mutual, Inc. is a savings and loan holding company. As a savings and
loan holding company, Washington Mutual, Inc. is subject to regulation by the Office of Thrift Supervision (the
"OTS").
The federal savings associations are subject to extensive regulation and examination by the OTS_ their primary
federal regulator. as well as the Federal Deposit Insurance Corporation ("FDIC"). On January 1, 2005, the
Company's state savinggbank, former Washington Mutual Bank merged into Washington Mutual Bank, FA, and
'ceased to exist; subkequently, Washington Mutual Bank, FA changed its name to Washington Mutual Bank
("WMB"). Consequently, the Company no longer owns a state savings bank that is subject to regulation and
supervision by the Director of Financial Institutions of the State of Washington. Its nonbank financial subsidiaries
are also subject to various federal and state laws and regulations.
Both of the Company's banking subsidiaries are under the common control of Washington Mutual, Inc. and are
insured by the FDIC. If an insured institution fails, claims for administrative expenses of the receiver and for
deposits in U.S. branches (including claims of the FDIC as subrogee of the failed institution) have priority over the
claims of general unsecured creditors. In addition, the FDIC has

authority to require either of the Company's banking subsidiaries to reimburse it for losses it incurs in connection
with the failure of the other banking subsidiary or with the FDIC's provision of assistance to a Washington Mutual
banking subsidiary that is in danger of failure.
Back to Search Bank Find

History of Washington Mutual Bank, FA, Stockton, California (FDIC Cert: 32633)
Note: This institution is currently part of JPMorgan Chase Bank, National Association,
Columbus, Ohio (FDIC Cert: 628)

Date Event
1 12/27/1988 Institution established. Original name: American Savings Bank, FA (
2 6/14/1990 Changed name to American Savings Bank, F.A. ( ).
3 9/11/1991 Acquired American Savings Bank, F.S.B. ( ) in Huntington Beach, California.
4 9/13/1991 Acquired Columbia Savings And Loan Association, F.A. (33350 in Beverly Hills,
California.
5 3/20/1992 Acquired Far West Savings And Loan Association, F.A. (333 - ') in Newport
Beach, California.
6 4/10/1992 Acquired Valley Federal Savings And Loan Association (11 . ) in Van Nuys,
California.
7 6/3/1994 Acquired Encino Savings Bank, Fsb ( 484) in Encino, California as part of a
government assisted transaction.
8 10/1/1997 Changed name to Washington Mutual Bank, FA (

9 10/1/1997 , Acquired Great Western Bank, A Fsb ( ) in Chatsworth, California.

10 10/3/1998 Acquired Home Savings Of America, Fsb ( ) in Irwindale, California.
11 2/13/2001 Acquired Bank United ( ) in Houston, Texas.
12 1/7/2002 Acquired The Dime Savings Bank Of New York, Fsb ( ) in New York City,
New York.
13 1/1/2005 Acquired Washington Mutual Bank ( ) in Seattle, Washington.
14 4/4/2005 Changed name to Washington Mutual Bank ( ).
15 9/23/2005 Moved bank headquarters from Stockton, California to Henderson, Nevada.
16 10/1/2005 Acquired Providian National Bank ( ) in Tilton, New Hampshire.
17 3/1/2006 Reorganized.
18 10/1/2006 Acquired Commercial Capital Bank, Fsb ( ) in Irvine, California.
19 9/25/2008 Merged with government financial assistance and subsequently operated as
part of JPMorgan Chase Bank, National Association ( ) in Columbus,
Ohio.
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 • •
History of Washington Mutual Bank, Stockton, California (FDIC Cert: 32633)
Note: This institution is currently part of JPMorgan Chase Bank, National Association,
Columbus, Ohio (FDIC Cert: 628)
NV CALIFORNIA

http://www2.fdic.gov/idasp/main_bankfind.asp
Date Event
1 12/27/1988 Institution established. Original name: American Savings Bank, FA (
2 6/14/1990 Changed name to American Savings Bank, F.A. (
3 9/11/1991 Acquired American Savings Bank, F.S.B. ( ) in Huntington Beach, California.
4 9/13/1991 Acquired Columbia Savings And Loan Association, F.A. ( _It) in Beverly Hills,
California.
5 3/20/1992 Acquired Far West Savings And Loan Association, F.A. (33324) in Newport
Beach, California.
6 4/10/1992 Acquired Valley Federal Savings And Loan Association ( ) in Van Nuys,
California.
7 6/3/1994 Acquired Encino Savings Bank, Fsb (' '484) in Encino, California as part of a
government assisted transaction.
8 10/1/1997 Changed name to Washington Mutual Bank, FA ( ).
9 10/1/1997 Acquired Great Western Bank, A Fsb ( ) in Chatsworth, California.
10 10/3/1998 Acquired Home Savings Of America, Fsb ( ) in Irwindale, California.
11 2/13/2001 Acquired Bank United ( ) in Houston, Texas.
12 1/7/2002 Acquired The Dime Savings Bank Of New York, Fsb ( ) in New York City,
New York.
13 1/1/2005 Acquired Washington Mutual Bank ( ) in Seattle, Washington.
14 4/4/2005 Changed name to Washington Mutual Bank ( 11 P 1 ').
15 9/23/2005 Moved bank headquarters from Stockton, California to Henderson, Nevada.
16 10/1/2005 Acquired Providian National Bank ( 252) in Tilton, New Hampshire.
17 3/1/2006 Reorganized.
18 10/1/2006 Acquired Commercial Capital Bank, Fsb ( ) in Irvine, California.
19 9/25/2008 Merged with government financial assistance and subsequently operated as
part of JPMorgan Chase Bank, National Association ( ) in Columbus,
Ohio.
FDIC: Confirmation & Report Selection http://www2.fd ic.gov/idasp/confirmation.asp?inCert1=32633

1110 •

Key demographic information as of March 3, 2011

Washington Mutual Bank
2273 North Green Valley Parkway
Henderson, W 89014
FDIC Certificate #: 32633 Date Established: 12/27/1988
Bank Charter Class: Savings Association Date of Deposit Insurance: 12/27/1988
Primary Federal Regulator: Office of Thrift Supervision I More Demographic Information
Primary Internet Web Address Web site not available Generate HiStory

This is an inactive institution.

Inactive as of: September 25, 2008
Closing history: Merged with Financial Assistance into
Acquiring institution: JPMorgan Chase Bank, National Association - (628)
Closing Information: http://www.fdic.gov/bank/individual/failed/wamu . html

Information Gateway:

ID Report Selections: Report Date:

Assets and Liabilities June 30, 2008 Generate Report

More Information
Bank Holding Company Ownership and Affiliates not
0 Current List of Offices not available
available
0 Compare to Peer Group(s) 0 Regional Economic Conditions (FDIC RECON)
FFIEC Call/TFR Report 6/30/2008 Latest
0 Organization Hierarchy from the Federal Reserve System
Available
(= FFIEC UBPR not available 0 OTS CRA ratings
0 FDIC/OTS Summary of Deposits 0 Consumer Assistance from Primary Federal Regulator

Press 0 for description

Questions, Suggestions & Requests

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Website Policies I Privacy Policy I USA.gov I FDIC Office of Inspector General

Freedom of Information Act (FO LA) Service Center I FDIC Open Government Webpage I No FEAR Act Data

I of 1 3/8/2011 1:28 PM
FDIC: Financial Report 40

Washington Mutual Bank

• http://www2.fdic.gov/idasp/rpt_Financial.asp

2273 North Green Valley Parkway

Henderson, NV 89014
FDIC Certificate #: 32633 Bank Charter Class . SA
Definition Demographic Information March 3, 2011 June 30, 2008 June 30, 2008
Status Inactive Active Active
Bank Holding Company
(Regulatory Top Holder)
Certificate# 32633 32633 32633
Federal Reserve ID Number 1222108 1222108 1222108
Washington Mutual Washington Mutual Washington Mutual
Institution Name
Bank Bank Bank
Henderson, NV,
6 City,State,Zip Henderson, NV, 89014 Henderson, NV, 89014
89014
7 Number of Domestic Offices N/A N/A
8 Number of Foreign Offices N/A N/A
9 Interstate Offices N/A N/A
10 Summary Of Deposits Ju,e 30, 2008 June 30, 2008
11 Current List of Total Offices
Mortgage Lending Mortgage Lending
12 Asset Concentration Hierarchy
Specialization Specialization
13 Subchapter S Corporation No No
14 County Clark Clark
15 Metropolitan Statistical Area Las Vegas- Las Vegas-Paradise, Las Vegas-Paradise,
Paradise, NV NV NV
December 27,
16 Established Date December 27, 1988 December 27, 1988
1988
December 27,
Date of Deposit Insurance December 27, 1988 December 27, 1988
1988
Last Structure Change Process September 30,
18
Date 2008
Last Structure Change Effective September 25,
19
Date 2008
20 Ownership Type Stock Stock
Directly Owned by Another
21 No No
Bank?(CERT)
22 Trust Powers Granted N/A No No
23 Bank Charter Class Savings Savings Association Savings Association
Association
24 Regulator OTS OTS OTS
25 Insurance fund membership DIF DIF DIF
FDIC Quarterly Banking Profile
26 San Francisco San Francisco San Francisco
Region
27 FDIC Geographic Region San Francisco San Francisco San Francisco
28 FDIC Supervisory Region San Francisco SAN FRANCISCO SAN FRANCISCO
29 FDIC Field Office Phoenix Phoenix Phoenix
30 Federal Reserve District San Francisco San Francisco San Francisco

1 of 2 3/8/2011 1:45 PM
FDIC: Financial Report 40
111
•
Office of the Comptroller of the
• http://www2.fdic.gov/idasp/rpt_F i nanc i a l . as p

31 Western Western Western

Currency District
Office of Thrift Supervision
32 West West West
Region

Dr'nary Web Address wA N/A WA

3/8/2011 1:45 PM
2 of 2
FDIC: Your Bank at a Glance • •
http://w w w2.fdic.gov/i dasp/frmBankAtGlanc e. asp?inCert1=32633 &S...

Back to Search Bank Find

Notice of Change as of 3/3/2011.

The financial institution about which you have inquired, Washington Mutual Bank, FA (FDIC Cert.
32633), is no longer doing business under that name.

The active successor institution is JPMorgan Chase Bank, National Association (FDIC Cert: 628).

Latest information available about JPMorgan Chase Bank. National Association.

Historical profile and institutions following Washington Mutual Bank. FA.

Last financial information available about Washington Mutual Bank, FA

Contact the FDIC about - Washington Mutual Bank, FA or JPMorgan Chase Bank National Association.

Ouestis SyApestions 8 Requests

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1 of 1 3/8/2011 1:31 PM
Back to Search Bank Find

History of Washington Mutual Bank Fsb, Lake Oswego, Oregon (FDIC Cert: 33891)
Note: This institution is currently part of JPMorgan Chase Bank, National Association,
Columbus, Ohio (FDIC Cert: 628)
fAW-1

Date Event
1 4/15/1994 Institution established. Original name: Washington Mutual Federal Savings Bank
)
2 5/1/1995 Acquired Olympus Bank A Federal Savings Bank ( ) in Salt Lake City, Utah.
3 12/1/1995 Changed name to Washington Mutual Bank Fsb ( 11).
4 11/30/1996 Acquired Utah Federal Savings Bank ( ) in Ogden, Utah.
5 4/27/2007 Moved bank headquarters from Lake Oswego, Oregon to Park City, Utah.
6 9/25/2008 Merged into and subsequently operated as part of JPMorgan Chase Bank,
National Association in Columbus, Ohio ( )
FDIC: Press Releases - PR-85-2008 9/25/2008 http://www.fdic.gov/news/news/press/2008/pr08085.html

110 •

El 0 CiEll
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Horne> News & E > Press Releases

Press Releases

JPMorgan Chase Acquires Banking Operations of Washington Mutual

FDIC Facilitates Transaction that Protects All Depositors and Comes
at No Cost to the Deposit Insurance Fund

Media Contact:
FOR IMMEDIATE RELEASE
Andrew Gray (202) 898-7192
September 25, 2008
an uravAtUiLgo v

JPMorgan Chase acquired the banking operations of Washington Mutual Bank in a transaction facilitated
by the Federal Deposit Insurance Corporation. All depositors are fully protected and there will be no cost
to the Deposit Insurance Fund.

"For all depositors and other customers of Washington Mutual Bank, this is simply a combination of two
banks," said FDIC Chairman Sheila C. Bair, "For bank customers, it will be a seamless transition. There
will be no interruption in services and bank customers should expect business as usual come Friday
morning."

JPMorgan Chase acquired the assets, assumed the qualified financial contracts and made a payment of
$1.9 billion. Claims by equity. subordinated and senior debt holders were not acquired.

"WaMu's balance sheet and the payment paid by JPMorgan Chase allowed a transaction in which neither
the uninsured depositors nor the insurance fund absorbed any losses." Bair said.

Washington Mutual Bank also has a subsidiary, Washington Mutual FSB, Park City, Utah. They have
combined assets of $307 billion and total deposits of $188 billion.

Thursday evening, Washington Mutual was closed by the Office of Thrift Supervision and the FDIC
named receiver. WaMu customers with questions should call their normal banking representative, service
center, 1-800-788-7000 or visit WaMU. co - The FDIC's consumer hotline is 1-877-ASK-FDIC
(1-877-275-3342) or visit www.f
cm fic.

Additional Notices

• JP Morgan Acquires All Qualified Financial Contracts as Part of

Washington Mutual Acquisition
• Washington Mutual Bank Investors — Additional Information
• Continuation of Contracts Transferred From Washington Mutual Bank

###

Congress created the Federal Deposit Insurance Corporation in 1933 to restore public confidence in the
nation's banking system. The FDIC insures deposits at the nation's 8,451 banks and savings associations
and it promotes the safety and soundness of these institutions by identifying, monitoring and addressing
risks to which they are exposed. The FDIC receives no federal tax dollars — insured financial institutions
fund its operations.

FDIC press releases and other information are available on the Internet at www.fdic.gov by subscription
electronically (go to ) and may also be obtained through the
FDIC's Public Information Center (877-275-3342 or 703-562-2200). PR-85-2008

Last U pdated 926/2008

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Website Policies I Privacy Policy I USA.gov I FDIC Office of Inspector General
Freedom of Information Act (FOIA) Service Center

I of 2 3/8/2011 2:55 PM
 • •
Return Address:
Washington Mutual Bank
Office of the Corporate Secretary
1301 2nd Ave., WMC3501
Seattle, WA 98101
111001011111111
20081003000790 AFF 44.00
COOK
PAGE-001 OF 003
10/03/2008 13:11
KING COUNTY, WA

WASHINGTON STATE RECORDER'S Cover Sheet (RCW 65. 04)

Please print or type information
Document Title(p) (or transactions contained therein): (all areas applicable to your document must be filled in)
Affidavit of the Federal Deposit
1. Insurance Corporation 2.

3. 4.
Reference Number(s) of Documents assigned or released:
Additional reference #'s on page of document
Grantor(s) Exactly as name(s) appear on document
Washington Mutual Bank, formerly known
1.as Washington Mutual Bank, FA
Federal Deposit Insurance
2.Corporation
Additional names on page of document.
Grantee(s) Exactly as name(s) appear on document
1.JPMorgan Chase Bank, National Association

2.
Additional names on page of document.
Legal description (abbreviated: i.e. lot, block, plat or section, township, range)

Additional legal is on page of document.

Assessor's Property Tax Parcel/Account Number ❑ Assessor Tax # not yet
assigned

The Auditor/Recorder will rely on the information provided on this form. The staff will not read the document
to verify the accuracy or completeness of the indexing information provided herein.

"I am signing below and paying an additional $50 recording fee (as provided in RCW 36.18.010 and
referred to as an emergency nonstandard document), because this document does not meet margin and
formatting requirements. Furthermore, I hereby understand that the recording process may cover up or
otherwise obscure some part of the text of the original document as a result of this request."

Signature of Requesting Party

Note to submitter: Do not sign above nor pay additional $50 fee if the document meets margin/formatting requirements
 •
Recording Requested By and
When Recorded Mail to:
Washington Mutual Bank
Office of the Corporate Secretary
1301 2nd Ave., WMC3501
Seattle, WA 98101

Space Above for Recording Information

AFFIDAVIT OF THE
FEDERAL DEPOSIT INSURANCE CORPORATION

I, Robert C. Schoppe, having been first duly sworn, hereby make this Affidavit and say
that:

1. I am an authorized representative of the Federal Deposit Insurance Corporation,

an agency of the United States government (the "FDIC").

2. On September 25, 2008, Washington Mutual Bank, formerly known as

Washington Mutual Bank, FA ("Washington Mutual"), was closed by the Office of Thrift
Supervision and the FDIC was named receiver.

3. As authorized by Section 11(d)(2)(G)(i)(II) of the Federal Deposit Insurance Act,

12 U.S.0 § 1821(d)(2)(G)(i)(II), the FDIC, as receiver of Washington Mutual, may
transfer any asset or liability of Washington Mutual without any approval, assignment, or
consent with respect to such transfer.

4. Pursuant to the terms and conditions of a Purchase and Assumption Agreement

between the FDIC as receiver of Washington Mutual and JPMorgan Chase Bank,
National Association ("JPMorgan Chase"), dated September 25, 2008 (the "Purchase and
Assumption Agreement'), JPMorgan Chase acquired certain of the assets, including all
loans and all loan commitments, of Washington Mutual.

5. As a result, on September 25, 2008, JPMorgan Chase became the owner of the
loans and loan commitments of Washington Mutual by operation of law.

Executed this day of October, 2008 in Seattle, King County, Washington.

/- AO_
P nt ert C. oppe
Tit e: Receiver In Charge for FDIC as
Receiver of Washington Mutual Bank

DOCSSEA/186745. vl
 •
NOTARY'S ACKNOWLEDGMENT

STATE OF WASHINGTON
) SS.
COUNTY OF KING
I certify that I know or have satisfactory evidence that Robert C. Schoppe is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the Receiver In Charge of the Federal Deposit Insurance Corporation,
as Receiver of Washington Mutual Bank to be the free and voluntary act of such party for
the uses and purposes mentioned therein.

Dated this day of October, 2008.

Notary Public in and

Washington, residing in
My commission expires: 0

DOCSSEA/186745.v1
Business & Technology I Washington Mutual timeline I Seattle Times... 11 p://seattletimes.nwsource.com/html/businesstechnolog/20145281...

Crete Seattle qintes Winner of a 2010 Pulitzer Prize

Originally published Thursday, March 17, 2011 at 5:03 PM

Washington Mutual timeline

1889: Washington National Building Loan and Investment Association is founded after fire
destroys much of Seattle's core. The following year it...
1889: Washington National Building Loan and Investment Association is founded after fire
destroys much of Seattle's core. The following year it makes the first monthly installment home
loan on the Pacific Coast, lending $700 to build a house in Ballard.
1917: Reconstituted as Washington Mutual Savings Bank, it has more than 16,000 depositor-
owners when the U.S. enters World War I. During the war, Washington Mutual's assets rise 68
percent.
1930: Washington Mutual makes the first of many acquisitions, rescuing Continental Mutual
Savings Bank from financial distress as the Great Depression deepens.
197os: The company pioneers the first shared cash-machine network in the nation, The
Exchange.
1980s: Washington Mutual buys brokerage firm Murphey Favre of Spokane. It converts to
investor ownership, with shares starting to trade on March 11, 1983.
Early 199os: Kerry Killinger becomes CEO in April 1990 and chairman of the board the next
January. From 1990 to 1996, WaMu acquired 16 smaller banks in Washington, Oregon, Utah
and California.

1997 98: Washington Mutual buys Great Western Financial and H.F. Ahmanson for a
-

combined $13.6 billion, becoming a West Coast power with their strong California presence.
1999: The company buys subprime lender Long Beach Financial, which writes mortgages for
people with less-than-stellar credit. Killinger calls it "an important extension of Washington
Mutual's core strategy to be one of the nation's leading consumer-oriented financial-services
institutions."
2001:Acquisition of Dime Bancorp gives Washington Mutual a big New York presence. The
company also buys Fleet Mortgage, becoming for a time the nation's No. 1 mortgage originator.
2005: Washington Mutual buys credit-card issuer Providian Financial.
2006: Washington Mutual eliminates more than lo,000 jobs to cut costs as mortgage
originations slow.
April 2007: WaMu reports a 20 percent decline in first-quarter profit, beginning a year of
increasing difficulties. Killinger warns of "unprecedented deterioration" in the subprime-
mortgage market but predicts WaMu's home-lending unit will become profitable again by
year's end.
December 2007: WaMu shares hit an 11-year low after it cuts its dividend by 73 percent. The
company says it's cooperating with an Securities and Exchange Commission inquiry stemming

3/18/2011 6:01 PM
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Business & Technology I Washington Mutual timeline I Seattle Times... http://seattletimes.nwsource.com/htrnl/businesstechnology/2014528

from allegations by N.Y. Attorney General Andrew Cuomo that it made mortgage loans based
on improperly inflated home appraisals.
Jan. 17, 2008: WaMu posts its first annual loss since Ronald Reagan was president, due to
fourth-quarter red ink of $1.87 billion.
April 8, 2008: An investor group led by David Bonderman's TPG pumps $7.2 billion into
WaMu, getting just over 5o percent of the company at $8.75 a share. WaMu says it will close its
approximately 186 remaining stand-alone home-loan offices, laying off 2,60o to 3,000
workers.
June 2, 2008: Kerry Killinger is removed as WaMu chairman after 17 years, replaced by
board member Stephen Frank. Killinger remains CEO.
June 17, 2008: WaMu says it is cutting 1,200 more jobs, including 260 at its downtown
Seattle headquarters.
July 14, 2008: Investors worried about the financial sector's weakness send WaMu shares
down 35 percent to $3.23, a level not seen since February 1991.
July 22, 2008: WaMu posts a $3.3 billion loss for the second quarter.
Sept. 7, 2008: CEO Killinger is forced out, replaced by Alan Fishman, former chief executive
of Independence Community Bank of New York. U.S. government takes control of mortgage
giants Fannie Mae and Freddie Mac.
Sept. 14-19, 2008: Lehman Brothers files for bankruptcy protection, Merrill Lynch is rescued
by Bank of America and the federal government takes over insurer American International
Group. WaMu's shares sink to $2.01.
Sept. 25, 2008: After massive withdrawals by depositors, regulators seize WaMu and arrange
a sale of its assets and deposits to JP Morgan Chase in the largest bank failure in U.S. history.
December 2008: Chase begins laying off 8o percent of WaMu's local workforce and
consolidating the 800 remaining office workers into the WaMu Center building.
March 12, 2010: The Washington Mutual Inc. holding company, in bankruptcy since WaMu
failed, reaches tentative agreement with JPMorgan Chase & Co. and Federal Deposit Insurance
Corporation (FDIC) over some $4 billion in disputed assets.
April 13, 2010: Killinger, in first public comments since being ousted, tells Senate panel that
regulators unfairly seized WaMu's banking operations before its turnaround was complete.
Feb. 8, 2011: Court receives new bankruptcy plan for Washington Mutual Inc., after judge's
January ruling that the prior plan's settlement with FDIC and JPMorgan was fair and
reasonable but it granted too much protection from legal liabilities to the company's officers,
directors and others.
March 17, FDIC sues Killinger, former chief operating officer Stephen Rotella and
2011:
David Schneider, former president of WaMu's Home Loans division, seeking more than $900
million.
Source: Washington Mutual, The Seattle Times

— David Turim, Seattle Times

2 of 2 3/18/2011 6:01 PM