================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              ---------------------

                                    FORM 10-Q
                              ---------------------


             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period ended September 30, 2001

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                              ---------------------


                          Commission file number 1-4629

                        GOLDEN WEST FINANCIAL CORPORATION

               Incorporated Pursuant to the Laws of Delaware State


                              ---------------------


                  IRS - Employer Identification No. 95-2080059

                 1901 Harrison Street, Oakland, California 94612
                                 (510) 446-3420

                              ---------------------



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


The number of shares outstanding of the registrant's common stock as of October
31, 2001:

                       Common Stock -- 157,619,237 shares.




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<PAGE>



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                        GOLDEN WEST FINANCIAL CORPORATION


                                TABLE OF CONTENTS


                                                                        Page No.
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>

      Item 1.   Financial Statements

<S>             <C>
                 Consolidated Statement of Financial Condition -
                      September 30, 2001 and 2000 and December 31, 2000....................................1

                 Consolidated Statement of Net Earnings -
                      For the three and nine months ended September 30, 2001 and 2000......................2

                 Consolidated Statement of Cash Flows -
                      For the three and nine months ended September 30, 2001 and 2000......................3

                 Consolidated Statement of Stockholders' Equity -
                      For the nine months ended September 30, 2001 and 2000................................5

      Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operation.......6
                 New Accounting Pronouncements.............................................................6
                 Financial Highlights......................................................................8
                 Financial Condition.......................................................................10
                 Cash and Investments......................................................................12
                 Loans Receivable and Mortgage-Backed Securities...........................................12
                 Mortgage Servicing Rights.................................................................18
                 Asset Quality.............................................................................19
                 Deposits..................................................................................21
                 Advances from Federal Home Loan Banks.....................................................23
                 Securities Sold Under Agreements to Repurchase............................................23
                 Other Borrowings..........................................................................23
                 Stockholders' Equity......................................................................23
                 Regulatory Capital........................................................................24
                 Results of Operations.....................................................................26
                 Liquidity and Capital Resources...........................................................33

      Item 3.   Quantitative and Qualitative Disclosures about Market Risk.................................34

PART II - OTHER INFORMATION

      Item 6.    Exhibits and Reports on Form 8-K..........................................................35
</TABLE>

<PAGE>


                          PART I. FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

     The consolidated financial statements of Golden West Financial Corporation
and subsidiaries (Golden West or Company) for the three and nine months ended
September 30, 2001 and 2000 are unaudited. In the opinion of the Company, all
adjustments (consisting only of normal recurring accruals) that are necessary
for a fair statement of the results for such three and nine-month periods have
been included. The operating results for the three and nine months ended
September 30, 2001 are not necessarily indicative of the results for the full
year.

<TABLE>
<CAPTION>

                        Golden West Financial Corporation
                  Consolidated Statement of Financial Condition
                             (Dollars in thousands)


                                                                       September 30         December 31          September 30
                                                                           2001                 2000                 2000
                                                                     ------------------   -----------------    ------------------
                                                                        (Unaudited)                               (Unaudited)
                                                                     ------------------                        ------------------

Assets
<S>                                                                       <C>                  <C>                  <C>
  Cash                                                                    $    383,927         $   350,430          $    213,884
  Securities available for sale at fair value                                  725,881             392,841               310,916
  Other investments at cost                                                        -0-             368,555               138,096
  Purchased mortgage-backed securities available for sale                      243,659              69,960                68,464
  Purchased mortgage-backed securities held to maturity                        309,171             385,543               397,897
  Mortgage-backed securities with recourse held to maturity                 15,244,959          18,124,987            14,109,347
  Loans receivable                                                          38,673,021          33,762,643            34,906,911
  Interest earned but uncollected                                              253,328             276,306               245,175
  Investment in capital stock of Federal Home Loan Banks--at cost                                1,067,800
      which approximates fair value                                          1,099,758                                   937,752
  Foreclosed real estate                                                         9,458               8,261                 9,884
  Premises and equipment--at cost less accumulated depreciation                321,593             307,652               302,027
  Other assets                                                                 858,367             588,991               725,028
                                                                     ------------------   -----------------    ------------------
                                                                          $ 58,123,122         $55,703,969          $ 52,365,381
                                                                     ==================   =================    ==================

Liabilities and Stockholders' Equity
  Deposits                                                                $ 33,133,942         $30,047,919          $ 28,249,069
  Advances from Federal Home Loan Banks                                     17,859,941          19,731,797            18,230,468
  Securities sold under agreements to repurchase                               420,596             857,274               858,676
  Federal funds purchased                                                          -0-                 -0-                50,000
  Bank notes                                                                   693,976                 -0-                   -0-
  Senior debt--net of discount                                                 198,117                 -0-                   -0-
  Subordinated notes--net of discount                                          599,329             598,791               713,589
  Taxes on income                                                              579,691             432,207               375,874
  Other liabilities                                                            422,391             348,694               398,699
  Stockholders' equity                                                       4,215,139           3,687,287             3,489,006
                                                                     ------------------   -----------------    ------------------
                                                                          $ 58,123,122         $55,703,969          $ 52,365,381
                                                                     ==================   =================    ==================
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                        Golden West Financial Corporation
                     Consolidated Statement of Net Earnings
                                   (Unaudited)
                 (Dollars in thousands except per share figures)


                                                                    Three Months Ended                   Nine Months Ended
                                                                       September 30                        September 30
                                                              -------------------------------     --------------------------------
                                                                  2001              2000               2001             2000
                                                              -------------     -------------     ---------------   --------------
Interest Income
<S>                                                            <C>               <C>               <C>               <C>
    Interest on loans                                          $   683,732       $   653,432       $   2,061,379     $  1,786,134
    Interest on mortgage-backed securities                         298,303           283,360           1,035,569          726,659
    Interest and dividends on investments                           46,119            77,642             163,133          186,587
                                                              -------------     -------------     ---------------   --------------
                                                                 1,028,154         1,014,434           3,260,081        2,699,380
Interest Expense
    Interest on deposits                                           365,666           385,442           1,202,531        1,083,765
    Interest on advances                                           200,752           283,681             733,760          635,096
    Interest on repurchase agreements                                7,265            23,827              39,491           62,460
    Interest on other borrowings                                    39,338            33,572             103,270           79,989
                                                              -------------     -------------     ---------------   --------------
                                                                   613,021           726,522           2,079,052        1,861,310
                                                              -------------     -------------     ---------------   --------------
Net Interest Income                                                415,133           287,912           1,181,029          838,070
Provision for loan losses                                            3,639             1,106              12,463            5,917
                                                              -------------     -------------     ---------------   --------------
Net Interest Income after Provision for Loan Losses                411,494           286,806           1,168,566          832,153
Noninterest Income
    Fees                                                            37,873            19,896             111,906           54,583
    Gain on the sale of securities and loans                        12,630             2,765              26,390            6,036
    Change in fair value of derivatives                             (7,923)              -0-             (13,837)             -0-
    Other                                                           13,770            18,715              42,042           54,173
                                                              -------------     -------------     ---------------   --------------
                                                                    56,350            41,376             166,501          114,792
Noninterest Expense
    General and administrative:
        Personnel                                                   77,289            62,313             217,487          177,718
        Occupancy                                                   20,517            18,426              59,806           53,033
        Deposit insurance                                            1,466             1,444               4,270            4,298
        Advertising                                                  4,632               979               9,557            4,641
        Other                                                       28,243            23,974              83,559           69,793
                                                              -------------     -------------     ---------------   --------------
                                                                   132,147           107,136             374,679          309,483
Earnings before Taxes on Income and
    Cumulative Effect of Accounting Change                         335,697           221,046             960,388          637,462
    Taxes on income                                                129,857            83,643             369,540          240,863
                                                              -------------     -------------     ---------------   --------------
Income before Cumulative Effect of Accounting Change               205,840           137,403             590,848          396,599
Cumulative effect of accounting change, net of tax                     -0-               -0-              (6,018)             -0-
                                                              -------------     -------------     ---------------   --------------
Net Earnings                                                   $   205,840       $   137,403       $     584,830     $    396,599
                                                              =============     =============     ===============   ==============

Basic Earnings Per Share before
    Cumulative Effect of Accounting Change                     $      1.30       $       .87       $        3.73     $       2.50
Cumulative effect of accounting change, net of tax                     .00               .00                (.04)             .00
                                                              -------------     -------------     ---------------   --------------
Earnings Per Share                                             $      1.30       $       .87       $        3.69     $       2.50
                                                              =============     =============     ===============   ==============

Diluted Earnings Per Share before
    Cumulative Effect of Accounting Change                     $      1.28       $       .86       $        3.68     $       2.48
Cumulative effect of accounting change, net of tax                     .00               .00                (.04)             .00
                                                              -------------     -------------     ---------------   --------------
Diluted Earnings Per Share                                     $      1.28       $       .86       $        3.64     $       2.48
                                                              =============     =============     ===============   ==============
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                        Golden West Financial Corporation
                      Consolidated Statement of Cash Flows
                                   (Unaudited)
                             (Dollars in thousands)

                                                                     Three Months Ended                  Nine Months Ended
                                                                        September 30                       September 30
                                                                ------------------------------    --------------------------------
                                                                     2001            2000             2001              2000
                                                                ---------------  -------------    --------------   ---------------
Cash Flows from Operating Activities
<S>                                                              <C>              <C>              <C>              <C>
  Net earnings                                                   $     205,840    $   137,403      $    584,830     $     396,599
  Adjustments to reconcile net earnings to net cash
  provided by operating activities:
    Provision for loan losses                                            3,639          1,106            12,463             5,917
    Amortization of loan (fees), costs, and (discounts)                  5,601          1,952            16,691             4,896
    Depreciation and amortization                                        8,484          7,547            24,746            21,914
    Loans originated for sale                                         (524,923)       (54,698)       (1,418,349)         (169,153)
    Sales of loans                                                     795,851         89,923         1,782,628           225,219
    Decrease (increase) in interest earned but uncollected              14,521        (23,547)           20,394           (63,817)
    Federal Home Loan Bank stock dividends                             (13,529)       (16,036)          (45,774)          (41,295)
    Decrease (increase) in other assets                                 66,337        203,716          (270,458)         (291,143)
    Increase in accounts payable and accrued expenses                   39,111         24,409            76,024           213,018
    Increase in taxes on income                                        113,190         13,753           154,347            85,928
    Other, net                                                           9,487         (4,443)           (4,587)          (11,506)
                                                                ---------------  -------------    --------------   ---------------
      Net cash provided by operating activities                        723,609        381,085           932,955           376,577

Cash Flows from Investing Activities
  New loan activity:
    New real estate loans originated for portfolio                  (5,075,815)    (5,423,515)      (13,605,119)      (14,751,075)
    Real estate loans purchased                                            -0-            -0-               -0-              (195)
    Other, net                                                        (122,871)       (87,983)         (306,856)         (198,337)
                                                                ---------------  -------------    --------------   ---------------
                                                                    (5,198,686)    (5,511,498)      (13,911,975)      (14,949,607)
  Real estate loan principal payments:
    Monthly payments                                                   157,656        142,645           412,237           419,894
    Payoffs, net of foreclosures                                     2,217,278      1,002,439         6,243,153         2,849,304
                                                                ---------------  -------------    --------------   ---------------
                                                                     2,374,934      1,145,084         6,655,390         3,269,198

  Purchases of mortgage-backed securities                              (27,528)           -0-          (189,511)              -0-
  Repayments of mortgage-backed securities                           1,810,759        659,231         4,901,506         1,692,174
  Proceeds from sales of real estate                                     8,353          9,361            25,982            34,029
  Decrease (increase) in securities available for sale                 (71,077)           (11)         (349,746)           51,543
  Decrease in other investments                                            375        164,156           368,555           329,060
  Purchases of Federal Home Loan Bank stock                            (10,480)      (141,326)          (10,480)         (398,139)
  Redemptions of Federal Home Loan Bank stock                              112            -0-            26,880            36,688
  Additions to premises and equipment                                  (13,347)       (11,407)          (39,020)          (47,424)
                                                                ---------------  -------------    --------------   ---------------
    Net cash used in investing activities                           (1,126,585)    (3,686,410)       (2,522,419)       (9,982,478)
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                        Golden West Financial Corporation
                Consolidated Statement of Cash Flows (Continued)
                                   (Unaudited)
                             (Dollars in thousands)


                                                                     Three Months Ended                  Nine Months Ended
                                                                        September 30                       September 30
                                                                ------------------------------    --------------------------------
                                                                     2001            2000             2001              2000
                                                                ---------------  -------------    --------------    --------------
Cash Flows from Financing Activities
<S>                                                              <C>              <C>              <C>               <C>
  Net increase in deposits (a)                                   $   1,641,983    $   522,287      $  3,086,023      $    534,159
  Additions to Federal Home Loan Bank advances                         425,000      3,022,180         1,306,550        10,654,250
  Repayments of Federal Home Loan Bank advances                     (1,510,511)       (23,234)       (3,178,406)       (1,339,001)
  Proceeds from agreements to repurchase securities                  1,301,440      1,801,836         4,807,682         4,908,910
  Repayments of agreements to repurchase securities                 (1,732,041)    (2,103,696)       (5,244,360)       (5,095,410)
  Increase in federal funds purchased                                      -0-         50,000               -0-            50,000
  Increase in bank notes                                                58,880            -0-           693,803               -0-
  Proceeds from senior debt                                            198,060            -0-           198,060               -0-
  Repayment of subordinated debt                                           -0-            -0-               -0-          (100,000)
  Dividends on common stock                                             (9,936)        (8,297)          (29,760)          (24,991)
  Exercise of stock options                                              3,550          3,691            12,481             7,372
  Purchase and retirement of Company stock                             (29,112)           -0-           (29,112)         (109,297)
                                                                ---------------  -------------    --------------    --------------
    Net cash provided by financing activities                          347,313      3,264,767         1,622,961         9,485,992
                                                                ---------------  -------------    --------------    --------------
Net Increase (Decrease) in Cash                                        (55,663)       (40,558)           33,497          (119,909)
Cash at beginning of period                                            439,590        254,442           350,430           333,793
                                                                ---------------  -------------    --------------    --------------
Cash at end of period                                            $     383,927    $   213,884      $    383,927      $    213,884
                                                                ===============  =============    ==============    ==============

Supplemental cash flow information:
  Cash paid for:
    Interest                                                     $     632,138    $   694,079      $  2,134,662      $  1,769,053
    Income taxes                                                        16,694         69,890           211,550           155,055
  Cash received for interest and dividends                           1,043,780        987,610         3,283,059         2,629,556
  Noncash investing activities:
    Loans converted from adjustable rate to fixed-rate                  79,393          4,075           281,506            20,522
    Loans transferred to foreclosed real estate                          8,496          8,055            25,202            29,167
    Loans securitized into mortgage-backed securities
        with recourse held to maturity                                     -0-      1,133,656         2,995,949         4,695,770
    Loans securitized into mortgage-backed securities
        with recourse held to maturity recorded as loans
        receivable per SFAS 140                                      3,007,296            -0-         6,011,873               -0-
</TABLE>


(a)   Includes a decrease of $119 million of wholesale deposits for the quarter
      ended September 30, 2001. Includes a decrease of $185 million of wholesale
      deposits for the nine months ended September 30, 2001 and a decrease of
      $600 million of wholesale deposits for the nine months ended September 30,
      2000.


<PAGE>

<TABLE>
<CAPTION>

                        Golden West Financial Corporation
                 Consolidated Statement of Stockholders' Equity
                                   (Unaudited)
                             (Dollars in thousands)


                                                                  For the Nine Months Ended September 30, 2001
                                   -----------------------------------------------------------------------------------------------
                                                                               Accumulated
                                                Additional                        Other            Total
                                     Common      Paid-in       Retained       Comprehensive     Stockholders'      Comprehensive
                                     Stock       Capital       Earnings           Income          Equity              Income
                                   ----------  -----------   -------------    --------------   ---------------   ----------------

<S>                                <C>         <C>           <C>              <C>              <C>
Balance at January 1, 2001         $  15,841   $  151,458    $  3,287,325     $    232,663     $  3,687,287
Comprehensive income:
  Net earnings                           -0-          -0-         584,830              -0-          584,830      $    584,830
  Change in unrealized gains on
    securities available for sale,
    net of tax                           -0-          -0-             -0-          (10,587)         (10,587)          (10,587)
                                                                                                                 -----------------
    Comprehensive Income                                                                                         $    574,243
                                                                                                                 =================
Common stock issued upon
  exercise of stock options               67       12,414             -0-              -0-            12,481
Purchase and retirement of
   Company stock                         (53)         -0-         (29,059)             -0-           (29,112)
Cash dividends on common
   stock ($.1875 per share)              -0-          -0-         (29,760)             -0-           (29,760)
                                    -----------  ----------   -------------   ---------------   ---------------
Balance at September 30, 2001      $  15,855     $ 163,872    $ 3,813,336     $    222,076      $  4,215,139
                                   ===========  ===========   =============   ===============   ===============
</TABLE>

<TABLE>
<CAPTION>

                                                           For the Nine Months Ended September 30, 2000
                                    ------------------------------------------------------------------------------------------
                                                                               Accumulated
                                                 Additional                       Other           Total
                                     Common        Paid-in     Retained      Comprehensive    Stockholders'    Comprehensive
                                     Stock         Capital     Earnings           Income          Equity          Income
                                    ----------  -----------  -------------  ---------------  --------------  -----------------
<S>                                 <C>         <C>          <C>            <C>              <C>
Balance at January 1, 2000          $ 16,136    $  135,555   $  2,885,346   $    157,817     $  3,194,854
Comprehensive income:
  Net earnings                           -0-           -0-        396,599            -0-          396,599     $    396,599
  Change in unrealized gains on
    securities available for sale,
    net of tax                           -0-           -0-            -0-         24,472           24,472           24,472
Reclassification adjustment for
    gains included in income             -0-           -0-            -0-             (3)              (3)              (3)
                                                                                                             ------------------
    Comprehensive Income                                                                                      $    421,068
                                                                                                             ==================

Common stock issued upon
   exercise of stock options              44         7,328            -0-            -0-            7,372
Purchase and retirement of
   Company stock                        (367)          -0-       (108,930)           -0-         (109,297)
Cash dividends on common
   stock ($.1575 per share)              -0-           -0-        (24,991)           -0-          (24,991)
                                    ---------   ------------  -------------   -------------   --------------
Balance at September 30, 2000       $ 15,813    $  142,883    $ 3,148,024     $  182,286      $ 3,489,006
                                    =========   ============  =============   =============   ==============

</TABLE>


<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

           The discussion and analysis included herein covers those material
changes in liquidity and capital resources that have occurred since December 31,
2000, as well as material changes in results of operations during the three and
nine month periods ended September 30, 2001 and 2000, respectively.

           The following narrative is written with the presumption that the
users have read or have access to the Company's 2000 Annual Report on Form 10-K,
which contains the latest audited financial statements and notes thereto,
together with Management's Discussion and Analysis of Financial Condition and
Results of Operations as of December 31, 2000, and for the year then ended.
Therefore, only material changes in financial condition and results of
operations are discussed herein.

           This report may contain certain forward-looking statements, which are
not historical facts and pertain to future operating results of the Company.
Such statements are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward looking statements are
inherently subject to significant business, economic, and competitive
uncertainties and contingencies, many of which are beyond the Company's control.
In addition, forward-looking statements are subject to change. Actual results
may differ materially from the results discussed in forward-looking statements
for the reasons, among others, discussed under the heading "Asset/Liability
Management" in the Management's Discussion and Analysis of Financial Condition
and Results of Operations in the Company's 2000 Annual Report on Form 10-K.

           During the fourth quarter of 2000, World Savings Bank, a State
Savings Bank (WSSB), a wholly owned subsidiary of Golden West, received approval
to change from a Texas state savings bank regulated by the Federal Deposit
Insurance Corporation (FDIC) to a federally chartered savings bank regulated by
the Office of Thrift Supervision (OTS). WSSB's new name as a result of this
change is World Savings Bank, FSB Texas (WTX). On December 1, 2000, Golden West
contributed WTX to World Savings Bank, FSB (WSB) and WTX became a wholly owned
subsidiary of WSB. In addition, on December 31, 2000, World Savings and Loan
Association (WSL), formerly a wholly owned subsidiary of Golden West, was merged
into WSB. The reorganization of these subsidiaries had no effect on the Golden
West consolidated financial statements as of December 31, 2000 or September 30,
2000.

New Accounting Pronouncements

           In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133), with amendments issued September
2000. This Statement establishes accounting and reporting standards for
derivative instruments and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. In June 1999,
the FASB issued Statement of Financial Accounting Standards No. 137, "Accounting
for Derivative Instruments and Hedging Activities-Deferral of the Effective Date
of FASB Statement No. 133" (SFAS 137) which delayed the effective date of SFAS
133 until fiscal years beginning after June 15, 2000. The Company adopted SFAS
133 as of January 1, 2001 and recorded a loss of $10 million before tax, or $6
million after tax. Because the Company has elected not to use permitted hedge
accounting for the derivative financial instruments in portfolio on September
30, 2001, the changes in fair value of these instruments are reported in
Noninterest Income as the "Change in Fair Value of Derivatives" in the
Consolidated Statement of Net Earnings.
<PAGE>

           In September 2000, the FASB issued Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" (SFAS 140). This statement replaces
previously issued Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities" (SFAS 125). SFAS 140 revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of SFAS 125's provisions
without reconsideration. This statement is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001. Because the Company retains 100% of the beneficial interests in its
MBS-REMIC securitizations, it does not have any effective "retained interests"
requiring disclosures under SFAS 140. In accordance with SFAS 140, the Company's
securitizations after March 31, 2001 have resulted in securitized loans being
recorded as loans receivable (see pages 12 and 13 for further discussions).

           In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" (SFAS 141) and Statement of Financial
Accounting Standards No.142, "Goodwill and Other Intangible Assets" (SFAS No.
142). SFAS 141 requires that all business combinations initiated after September
30, 2001 be accounted for under the purchase method and addresses the initial
recognition and measurement of goodwill and other intangible assets acquired in
a business combination. SFAS 142 addresses the initial recognition and
measurement of intangible assets acquired outside of a business combination and
the accounting for goodwill and other intangible assets subsequent to their
acquisition. SFAS 142 provides that intangible assets with finite useful lives
be amortized and that goodwill and intangible assets with indefinite lives will
not be amortized, but will rather be tested at least annually for impairment.
The Company does not expect the adoption of SFAS 142 for its fiscal year
beginning January 1, 2002 to have a material effect on its financial statements.
<PAGE>

<TABLE>
<CAPTION>
                        Golden West Financial Corporation
                              Financial Highlights
                                   (Unaudited)
                 (Dollars in thousands except per share figures)


                                                                    September 30         December 31        September 30
                                                                        2001                2000                2000
                                                                  ------------------   ----------------   ------------------
<S>                                                               <C>                  <C>                 <C>
Assets                                                            $     58,123,122     $  55,703,969       $   52,365,381
Loans receivable including mortgage-backed securities                   54,470,810        52,343,133           49,482,619
Deposits                                                                33,133,942        30,047,919           28,249,069
Stockholders' equity                                                     4,215,139         3,687,287            3,489,006

Stockholders' equity/total assets                                             7.25%             6.62%                6.66%
Book value per common share                                       $          26.59     $       23.28       $        22.06
Common shares outstanding                                              158,550,637       158,410,137          158,127,033

Yield on loan portfolio                                                       7.01%             8.05%                7.88%
Yield on mortgage-backed securities                                           6.95%             7.98%                7.82%
Yield on investments                                                          4.34%             7.12%                8.70%
Yield on earning assets                                                       6.97%             8.02%                7.86%
Cost of deposits                                                              4.19%             5.52%                5.28%
Cost of borrowings                                                            4.05%             6.66%                6.58%
Cost of funds                                                                 4.14%             5.99%                5.82%
Yield on earning assets less cost of funds                                    2.83%             2.03%                2.04%

Ratio of nonperforming assets to total assets                                  .60%              .43%                 .43%
Ratio of troubled debt restructured to total assets                            .00%              .00%                 .01%

Loans serviced for others with recourse                           $      2,448,472     $   1,915,672       $    1,947,895
Loans serviced for others without recourse                               1,603,864           983,407              996,138

World Savings Bank, FSB (WSB) (a)
   Total assets                                                   $      57,916,010     $  55,695,385       $   48,516,389
   Net worth                                                              4,469,582         3,885,705            2,817,341
   Net worth/total assets                                                      7.72%             6.98%                5.81%
   Regulatory capital ratios: (b)
     Core capital                                                              7.38%             6.60%                5.81%
     Risk-based capital                                                       13.72%            12.44%               10.62%
World Savings Bank, FSB Texas (WTX)
   Total assets                                                   $       5,945,315     $   5,398,772       $    4,518,247
   Net worth                                                                310,217           288,409              238,336
   Net worth/total assets                                                      5.22%             5.34%                5.27%
   Regulatory capital ratios: (b)
     Core capital                                                              5.22%             5.34%                  --
     Risk-based capital                                                       26.08%            26.69%                  --
</TABLE>

(a)  Figures for WSB as of September 30, 2000 have not been restated for WSB's
     merger with WSL in December 2000.

(b)  For regulatory purposes, the requirements to be considered
     "well-capitalized" are 5.0% and 10.0% for core and risk-based capital,
     respectively. Prior to December 2000, WTX was not regulated by the OTS and,
     therefore, these ratios were not applicable.
<PAGE>


<TABLE>
<CAPTION>
                        Golden West Financial Corporation
                              Financial Highlights
                                   (Unaudited)
                 (Dollars in thousands except per share figures)

                                                                 Three Months Ended                    Nine Months Ended
                                                                    September 30                          September 30
                                                         -----------------------------------   -----------------------------------
                                                                2001               2000               2001                2000
                                                         ---------------    ----------------   ----------------    ---------------
<S>                                                       <C>                 <C>               <C>                 <C>
New real estate loans originated                          $   5,600,738       $   5,478,213     $   15,023,468      $  14,920,228
New adjustable rate mortgages as a percentage of
  new real estate loans originated                                86.57%              96.37%             85.79%             96.41%
Refinances as a percentage of new real estate
  loans originated                                                56.91%              30.98%             56.04%             32.83%

Deposits increase (a)                                     $   1,641,983       $     522,287     $    3,086,023      $     534,159

Net earnings before cumulative effect of
  accounting change                                       $     205,840       $     137,403     $      590,848      $     396,599
Net earnings                                                    205,840             137,403            584,830            396,599
Basic earnings per share before cumulative effect
  of accounting change                                             1.30                 .87               3.73               2.50
Basic earnings per share                                           1.30                 .87               3.69               2.50
Diluted earnings per share before cumulative effect
  of accounting change                                             1.28                 .86               3.68               2.48
Diluted earnings per share                                         1.28                 .86               3.64               2.48

Cash dividends on common stock                            $       .0625       $       .0525     $        .1875      $       .1575
Average common shares outstanding                           158,868,462         158,032,942        158,691,819        158,661,510
Average diluted common shares outstanding                   161,000,195         160,095,066        160,784,091        160,214,868

Ratios: (b)
  Net earnings before accounting change/
    average net worth (ROE)                                       19.89%              16.23%             19.97%             16.07%
  Net earnings before accounting change/
    average assets (ROA)                                           1.42%               1.08%              1.38%              1.12%
  Net interest margin (c)                                          2.96%               2.33%              2.84%              2.45%
  General and administrative expense/average assets                 .91%                .84%               .88%               .88%
  Efficiency ratio (d)                                            28.03%              32.54%             27.80%             32.48%
</TABLE>


(a)  Includes a decrease of $119 million of wholesale deposits for the quarter
     ended September 30, 2001. Includes a decrease of $185 million of wholesale
     deposits for the nine months ended September 30, 2001 and a decrease of
     $600 million of wholesale deposits for the nine months ended September 30,
     2000.
(b)  Ratios are annualized by multiplying the quarterly computation by four and
     the nine-month computation by one and one-third. Averages are computed by
     adding the beginning balance and each monthend balance during the quarter
     and nine-month period and dividing by four and ten, respectively.
(c)  Net interest margin is net interest income divided by average
     interest-earnings assets.
(d)  The efficiency ratio is calculated by dividing general and administrative
     expense by net interest income plus other income.

<PAGE>

Financial Condition

     The consolidated condensed balance sheet shown in the table below presents
the Company's assets and liabilities in percentage terms at September 30, 2001,
December 31, 2000, and September 30, 2000. The reader is referred to page 45 of
the Company's 2000 Annual Report on Form 10-K for similar information for the
years 1997 through 2000 and a discussion of the changes in the composition of
the Company's assets and liabilities in those years.

<TABLE>
<CAPTION>
                                     TABLE 1

                      Consolidated Condensed Balance Sheet
                               In Percentage Terms

                                                            September 30             December 31            September 30
                                                                2001                    2001                    2000
                                                          ------------------       ---------------       -----------------
Assets
<S>                                                                     <C>                   <C>                     <C>
   Cash and investments                                                 1.9%                  2.0%                    1.3%
   Loans receivable including mortgage-backed
     securities                                                        93.7                  94.0                    94.5
   Other assets                                                         4.4                   4.0                     4.2
                                                           -----------------       ----------------       -----------------
                                                                      100.0%                100.0%                  100.0%
                                                          ==================       ================       =================
Liabilities and Stockholders' Equity
   Deposits                                                            57.0%                 54.0%                   53.9%
   Federal Home Loan Bank advances                                     30.7                  35.4                    34.8
   Securities sold under agreements to repurchase                       0.7                   1.5                     1.6
   Federal funds purchased                                              0.0                   0.0                     0.1
   Bank notes                                                           1.2                   0.0                     0.0
   Senior debt                                                          0.3                   0.0                     0.0
   Subordinated debt                                                    1.0                   1.1                     1.4
   Other liabilities                                                    1.8                   1.4                     1.5
   Stockholders' equity                                                 7.3                   6.6                     6.7
                                                          ------------------       ----------------       -----------------
                                                                      100.0%                100.0%                  100.0%
                                                          ==================       ================       =================
</TABLE>


     As the above table shows, the largest asset component is the loan portfolio
(including mortgage-backed securities), which consists primarily of long-term
mortgages. Deposits represent the majority of the Company's liabilities. The
disparity between the repricing (maturity, prepayment, or interest rate change)
of mortgage loans and investments and the repricing of deposits and borrowings
can have a material impact on the Company's results of operations. The
difference between the repricing characteristics of assets and liabilities is
commonly referred to as "the gap."

<PAGE>

     The following gap table shows that, as of September 30, 2001, the Company's
assets reprice sooner than its liabilities. If all repricing assets and
liabilities responded equally to changes in the interest rate environment, then
the gap analysis would suggest that the Company's earnings would rise when
interest rates increase and would fall when interest rates decrease. However,
the Company's earnings are also affected by the built-in reporting and repricing
lags inherent in the Eleventh District Cost of Funds Index (COFI), which is the
benchmark Golden West uses to determine the rate on the majority of its
adjustable rate mortgages (ARMs). The reporting lag occurs because of the time
it takes to gather the data needed to compute the index. As a result, the COFI
in effect in any month actually reflects the Eleventh District's cost of funds
at the level it was two months prior. The repricing lag occurs because COFI is
based on a portfolio of accounts, not all of which reprice immediately.
Therefore, COFI does not initially fully reflect a change in market interest
rates. Consequently, when the interest rate environment changes, the COFI lags
cause assets to initially reprice more slowly than liabilities, enhancing
earnings when rates are falling and holding down income when rates rise.
Additionally, the Company originates loans that are tied to the Golden West Cost
of Savings Index (COSI). The COSI in effect in any month reflects the actual
Golden West Cost of Savings at the level it was one month prior. For more
information on how these lags affect net interest income, see page 26.

<TABLE>
<CAPTION>
                                     TABLE 2

            Repricing of Interest-Earning Assets and Interest-Bearing
                   Liabilities, Repricing Gaps, and Gap Ratio
                            As of September 30, 2001
                              (Dollars in Millions)


                                                                Projected Repricing (a)
                                       ---------------------------------------------------------------------------------------
                                           0 - 3             4 - 12             1 - 5             Over 5
                                          Months             Months             Years             Years             Total
                                       -------------     ---------------    --------------    --------------    --------------
Interest-Earning Assets
<S>                                    <C>               <C>                <C>               <C>               <C>
  Investments                          $         725     $           -0-    $          -0-    $            1    $          726
  Mortgage-backed securities:
    Rate-sensitive                            14,536                 -0-               -0-               -0-            14,536
    Flex-rate                                     80                 201               524               457             1,262
  Loans receivable:
    Rate-sensitive                            33,358               2,710               504               -0-            36,572
    Fixed-rate                                    53                 156               560             1,148             1,917
  Other (b)                                    1,411                 -0-               -0-               -0-             1,411
  Impact of interest rate swaps                  481                 (50)             (431)              -0-               -0-
                                       -------------     ---------------    --------------    --------------    --------------
Total                                  $      50,644     $         3,017    $        1,157    $       1,606     $       56,424
                                       =============     ===============    ==============    ==============    ==============
Interest-Bearing Liabilities
  Deposits (c)                         $      19,921     $        10,745    $        2,448    $           20    $       33,134
  FHLB advances                               17,150                 210                99               401            17,860
  Other borrowings                               915                 600               397               -0-             1,912
  Impact of interest rate swaps                  103                 (12)              (91)              -0-               -0-
                                       -------------     ---------------    --------------    --------------    --------------
Total                                  $      38,089     $        11,543    $        2,853    $          421    $       52,906
                                       =============     ===============    ==============    ==============    ==============

Repricing gap                          $      12,555     $        (8,526)   $       (1,696)   $        1,185
                                       =============     ===============    ==============    ==============
Cumulative gap                         $      12,555     $         4,029    $        2,333    $        3,518
                                       =============     ===============    ==============    ==============
Cumulative gap as a percentage of
    total assets                                21.6%                6.9%              4.0%
                                       =============     ===============    ==============
</TABLE>

(a)  Based on scheduled maturity or scheduled repricing; loans and MBS reflect
     scheduled repayments and projected prepayments of principal based on
     current rates of prepayment.
(b)  Includes cash in banks and Federal Home Loan Bank (FHLB) stock.
(c)  Liabilities with no maturity date, such as checking, passbook and money
     market deposit accounts, are assigned zero months.

<PAGE>


Cash and Investments

     At September 30, 2001, December 31, 2000, and September 30, 2000, the
Company had securities available for sale in the amount of $726 million, $393
million and $311 million, respectively, including unrealized gains on securities
available for sale of $360 million, $382 million, and $299 million,
respectively. At September 30, 2001, December 31, 2000, and September 30, 2000,
the Company had no securities held for trading in its investment securities
portfolio.

Loans Receivable and Mortgage-Backed Securities

     The Company invests primarily in whole loans. From time to time, the
Company securitizes loans from its portfolio into mortgage-backed securities
(MBS) and Real Estate Mortgage Investment Conduit securities (MBS-REMICs).
Because the Company currently retains all of the beneficial interest in these
MBS and MBS-REMIC securitizations and because the securitizations meet all the
requirements for separate security recognition, the securitizations formed after
March 31, 2001 are securities classified as securitized loans and included in
loans receivable in accordance with SFAS 140 (see page 7 for further
discussion). Additionally, from time to time, the Company purchases MBS. MBS,
MBS-REMICs and securitized loans are available to be used as collateral for
borrowings.

     At September 30, 2001, December 31, 2000, and September 30, 2000, the
balance of loans receivable including mortgage-backed securities was $54.5
billion, $52.3 billion, and $49.5 billion, respectively. Included in the $54.5
billion at September 30, 2001 was $5.4 billion of Federal National Mortgage
Association (FNMA) MBS with the underlying loans subject to full credit recourse
to the Company, $9.8 billion of MBS-REMICs, $5.7 billion of securitized loans,
and $553 million of purchased MBS. Included in the $52.3 billion at December 31,
2000 was $7.8 billion of FNMA MBS with the underlying loans subject to full
credit recourse to the Company, $10.4 billion of MBS-REMICs, and $456 million of
purchased MBS. Included in the $49.5 billion at September 30, 2000 was $5.9
billion of FNMA MBS with the underlying loans subject to full credit recourse to
the Company, $8.2 billion of MBS-REMICs, and $466 million of purchased MBS.

     Mortgage-Backed Securities

     At September 30, 2001, December 31, 2000, and September 30, 2000, the
Company had MBS held to maturity in the amount of $15.6 billion, $18.5 billion,
and $14.5 billion, respectively. The increase in MBS from September 30, 2000 to
September 30, 2001 was due to the securitization of $2.2 billion of adjustable
rate mortgages (ARMs) into FNMA MBS and the securitization of $2.6 billion of
ARMs into MBS-REMICs during the last three months of 2000. In addition, the
Company securitized $3.0 billion of ARMs into MBS-REMICs in the first quarter of
2001. The FNMA MBS and the MBS-REMICs are available to be used as collateral for
borrowings. The Company has the ability and intent to hold these MBS until
maturity and, accordingly, these MBS are classified as held to maturity.

     At September 30, 2001, December 31, 2000, and September 30, 2000, the
Company had MBS available for sale in the amount of $244 million, $70 million,
and $68 million, respectively, including unrealized gains on MBS available for
sale of $6 million at September 30, 2001, and $1 million at December 31, 2000
and September 30, 2000. At September 30, 2001, December 31, 2000, and September
30, 2000, the Company had no trading MBS.

     Repayments of MBS during the third quarter and first nine months of 2001
were $1.8 billion and $4.9 billion, respectively, compared to $659 million and
$1.7 billion during the same periods of 2000. MBS repayments were higher during

<PAGE>

the first nine months of 2001 as compared to the first nine months of 2000 due
to an increase in the prepayment rate as well as an increase of the balance of
MBS outstanding.

     Securitized Loans

     At September 30, 2001, the Company had $6.0 billion of loans that were
securitized during the second and third quarters of 2001. These loans are
classified as loans receivable on the statement of financial position.

     Loans

     New loan originations for the three and nine months ended September 30,
2001 amounted to $5.6 billion and $15.0 billion, respectively, compared to $5.5
billion and $14.9 billion for the same periods in 2000. The volume of
originations during 2001 was comparable to the 2000 volume due to a continued
strong demand for mortgage loans. The decrease in interest rates over the past
12 months led to an increase in refinance activity nationwide. Refinanced loans
constituted 57% and 56%, respectively, of new loan originations for the three
and nine months ended September 30, 2001, compared to 31% and 33% for the three
and nine months ended September 30, 2000.

     First mortgages originated for sale amounted to $506 million and $1.3
billion for the three and nine months ended September 30, 2001, compared to $24
million and $69 million for the same periods in 2000. During the third quarter
and first nine months of 2001, $79 million and $282 million of loans were
converted at the customer's request from adjustable rate to fixed-rate compared
to $4 million and $21 million for the same periods in 2000. The Company
continues to sell most of its new and converted fixed-rate loans. For the three
and nine months ended September 30, 2001, the Company sold $756 million and $1.6
billion, respectively, of fixed-rate first mortgage loans compared to $33
million and $107 million for the same periods in 2000.

     At September 30, 2001, the Company had lending operations in 37 states. The
largest source of mortgage origination is loans secured by residential
properties in California. For the three and nine months ended September 30,
2001, 69% and 70%, respectively, of total loan originations were on residential
properties in California compared to 63% and 62% for the same periods in 2000.
The five largest states, other than California, for originations for the nine
months ended September 30, 2001, were Florida, Texas, Colorado, New Jersey, and
Washington with a combined total of 16% of total originations. The percentage of
the total loan portfolio (including MBS with recourse and MBS-REMICs) that is
comprised of residential loans in California was 64% at September 30, 2001
compared to 63% at December 31, 2000 and at September 30, 2000. Of the 64% at
September 30, 2001, 51.9% were in Northern California and 48.1% were in Southern
California.

     Golden West originates ARMs tied primarily to the Golden West Cost of
Savings Index (COSI) and the Eleventh District Cost of Funds Index (COFI). Prior
to 2001, the Company also originated ARMs tied to the twelve-month rolling
average of the One-Year Treasury Constant Maturity (TCM).


<PAGE>


     The following table shows the distribution of ARM originations by index for
the third quarter and first nine months of 2001 and 2000.

<TABLE>
<CAPTION>
                                     TABLE 3

                 Adjustable Rate Mortgage Originations by Index
                             (Dollars in thousands)


                              Three Months Ended                    Nine Months Ended
                                 September 30                         September 30
                       ---------------------------------    ----------------------------------
    ARM Index                2001              2000               2001              2000
-----------------      ---------------    --------------    ----------------  ----------------
<S>                     <C>                <C>               <C>                <C>
COSI                    $   1,086,362      $  3,572,980      $   5,758,232      $  9,409,556
COFI                        3,761,926         1,639,846          7,130,071         4,506,629
TCM                               -0-            66,454                -0-           468,013
                       ---------------    --------------    ----------------  ----------------
                        $   4,848,288      $  5,279,280      $  12,888,303      $ 14,384,198
                       ===============    ==============    ================  ================
</TABLE>


     The following table shows the distribution by index of the Company's
outstanding balance of adjustable rate mortgages (including ARM MBS with
recourse and ARM MBS-REMICs) at September 30, 2001, December 31, 2000, and
September 30, 2000.

<TABLE>
<CAPTION>
                                     TABLE 4

                   Adjustable Rate Mortgage Portfolio by Index
              (Including ARM MBS with Recourse and ARM MBS-REMICs)
                             (Dollars in thousands)


                            September 30           December 31          September 30
     ARM Index                 2001                  2000                  2000
---------------------    ------------------    ------------------    -----------------
<S>                       <C>                   <C>                   <C>
COSI                      $    21,501,188       $    20,460,242       $   17,552,743
COFI                           28,332,486            27,405,401           27,369,143
TCM                             1,038,355             1,457,232            1,532,717
Other                             303,786               182,778              150,142
                         ------------------    ------------------    -----------------
                          $    51,175,815       $    49,505,653       $   46,604,745
                         ==================    ==================    =================
</TABLE>

     The Company generally lends up to 80% of the appraised value of residential
real property. In some cases, a higher amount is possible through a first
mortgage loan or a combination of a first and a second mortgage loan on the same
property. During the first nine months of 2001, 13% of loans originated exceeded
80% of the appraised value of the secured property, including $259 million of
firsts and $1.7 billion of combined firsts and seconds. For the first nine
months of 2000, 20% of loans originated were in excess of 80% of the appraised
value of the residence.

     The Company takes steps to reduce the potential credit risk with respect to
loans with a loan to value (LTV) over 80%. Among other things, the loan amount
may not exceed 95% of the appraised value of a single-family residence. Also,
some first mortgage loans with an LTV over 80% carry mortgage insurance, which
reimburses the Company for losses up to a specified percentage per loan, thereby
reducing the effective LTV to below 80%. Furthermore, the Company sells without
recourse a significant portion of its second mortgage originations. Sales of
second mortgages amounted to $40 million and $140 million for the third quarter
and first nine months of 2001 as compared to $56 million and $118 million for
the same periods in 2000. In addition, the Company carries pool mortgage
insurance on most seconds not sold. The cumulative losses covered by this pool
mortgage insurance are limited to 10% or 20% of the original balance of each
insured pool.
<PAGE>

     The following table shows mortgage originations with LTV ratios or combined
LTV ratios greater than 80% for the three and nine months ended September 30,
2001 and 2000.

<TABLE>
<CAPTION>
                                    TABLE 5

                  Mortgage Originations With Loan to Value and
                 Combined Loan to Value Ratios Greater Than 80%
                             (Dollars in thousands)

                                             Three Months Ended                 Nine Months Ended
                                                September 30                      September 30
                                        ------------------------------    ------------------------------
                                            2001             2000             2001            2000
                                        -------------    -------------    --------------  --------------
First mortgages with loan to
value ratios greater than 80%:
<S>                                      <C>              <C>              <C>             <C>
    With insurance                       $    61,838      $    37,706      $    163,458    $     83,756
    With no insurance                         37,826           42,889            95,565         209,512
                                        -------------    -------------    --------------  --------------
                                              99,664           80,595           259,023         293,268
                                        -------------    -------------    --------------  --------------
First and second mortgages with
combined loan to value ratios
greater than 80%:
    With pool insurance                      435,052          761,747           894,530       1,958,975
    With no insurance                        251,141          226,441           800,651         730,606
                                        -------------    -------------    --------------  --------------
                                             686,193          988,188         1,695,181       2,689,581
                                        -------------    -------------    --------------  --------------

    Total                                $   785,857      $ 1,068,783      $  1,954,204    $  2,982,849
                                        =============    =============    ==============  ==============
</TABLE>

     The following table shows the outstanding balance of mortgages with
original LTV or combined LTV ratios greater than 80% at September 30, 2001 and
2000.

<TABLE>
<CAPTION>
                                     TABLE 6

                   Balance of Mortgages With Loan to Value and
                 Combined Loan to Value Ratios Greater Than 80%
                             (Dollars in thousands)

                                              As of September 30
                                        ---------------------------------
                                             2001               2000
                                        ---------------   ---------------
First mortgages with loan
to value ratios greater than 80%:
<S>                                      <C>               <C>
    With insurance                       $     416,028     $    371,363
    With no insurance                          612,677          870,215
                                        ---------------   ---------------
                                             1,028,705        1,241,578
                                        ---------------   ---------------
First and second mortgages with
combined loan to value ratios
greater than 80%:
    With pool insurance                      2,359,929         1,785,294
    With no insurance                          524,951           772,960
                                         ---------------   --------------
                                             2,884,880         2,558,254
                                         ---------------   --------------

    Total                                $   3,913,585     $   3,799,832
                                         ===============   ==============
</TABLE>


(a)  Amounts restated from prior period.

<PAGE>


     The following tables show the Company's loan portfolio by state at
September 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                     TABLE 7

                             Loan Portfolio by State
                               September 30, 2001
                             (Dollars in thousands)



                             Residential
                             Real Estate                              Commercial                             Loans
                 ------------------------------------                    Real            Total              as a % of
    State                1 - 4              5+            Land          Estate           Loans (a)          Portfolio
-------------    ----------------    --------------   ------------   -------------    ----------------     -------------
<S>              <C>                 <C>               <C>            <C>              <C>                    <C>
California       $     31,182,293    $    3,396,248    $      23      $    20,192      $  34,598,756          64.10%
Florida                 2,696,823            21,319          -0-              202          2,718,344           5.04
Texas                   2,128,283            72,278          182              941          2,201,684           4.08
New Jersey              1,973,278               -0-          -0-            2,083          1,975,361           3.66
Washington              1,090,659           628,098          -0-              -0-          1,718,757           3.18
Illinois                1,425,232           122,257          -0-              -0-          1,547,489           2.87
Colorado                1,236,884           191,115          -0-            4,576          1,432,575           2.65
Pennsylvania            1,038,547             1,202          -0-              133          1,039,882           1.93
Arizona                 1,004,192            17,829          -0-               14          1,022,035           1.89
Other (b)               5,649,251            68,795           14            3,745          5,721,805          10.60
                 -----------------   ---------------   -----------   -------------    ----------------     -------------
  Totals         $     49,425,442    $    4,519,141    $     219      $    31,886         53,976,688         100.00%
                 =================   ===============   ===========   =============                         =============

SFAS 91 deferred loan costs                                                                  181,498
Loan discount on purchased loans                                                              (1,159)
Undisbursed loan funds                                                                        (6,951)
Allowance for loan losses                                                                   (250,444)
Loans to facilitate (LTF) interest reserve                                                      (169)
Troubled debt restructured (TDR) interest reserve                                                 (6)
Loans on deposits                                                                             18,523
                                                                                       ----------------
   Total loan portfolio and loans securitized into FNMA MBS with recourse
   and MBS-REMICs                                                                         53,917,980
Loans securitized into FNMA MBS and MBS-REMICs                                           (15,244,959) (c)
                                                                                       ----------------
  Total loans receivable                                                               $  38,673,021
                                                                                       ================
</TABLE>

(a)  The Company has no commercial loans other than commercial real estate
     loans.
(b)  All states included in other have total loan balances with less than 2% of
     total loans.
(c)  The above schedule includes the September 30, 2001 balances of loans that
     were securitized and retained as FNMA MBS with recourse and MBS-REMICs.


<PAGE>

<TABLE>
<CAPTION>
                                     TABLE 8

                             Loan Portfolio by State
                               September 30, 2000
                             (Dollars in thousands)


                                Residential
                                Real Estate                               Commercial                           Loans
                    -----------------------------------                      Real            Total           as a % of
    State               1 - 4                5+              Land           Estate           Loans (a)        Portfolio
--------------     ----------------    ---------------   -------------  --------------   ----------------   ----------------
<S>                 <C>                 <C>               <C>            <C>              <C>                    <C>
California          $   27,507,502      $  3,430,029      $     167      $    24,926      $  30,962,624          63.07%
Florida                  2,375,465            15,035            -0-              290          2,390,790           4.87
Texas                    1,976,429            56,581            297            1,099          2,034,406           4.14
New Jersey               1,819,686               -0-            -0-            2,588          1,822,274           3.71
Washington                 986,057           551,405            -0-              -0-          1,537,462           3.13
Illinois                 1,473,469           120,634            -0-              -0-          1,594,103           3.25
Colorado                 1,239,024           185,371            -0-            4,651          1,429,046           2.91
Pennsylvania             1,010,560             2,695            -0-            2,375          1,015,630           2.07
Arizona                  1,023,546            17,450            -0-              -0-          1,040,996           2.12
Other (b)                5,211,631            48,084             43            5,002          5,264,760          10.73
                   ----------------   ---------------    -------------  --------------    ----------------   ------------
Totals              $   44,623,369     $   4,427,284      $     507      $    40,931         49,092,091         100.00%
                   ================   ===============    =============  ==============                       ============

  SFAS 91 deferred loan costs                                                                   147,307
  Loan discount on purchased loans                                                               (1,581)
  Undisbursed loan funds                                                                         (6,836)
  Allowance for loan losses                                                                    (235,569)
  Loans to facilitate (LTF) interest reserve                                                       (237)
  Troubled debt restructured (TDR) interest reserve                                                (475)
  Loans on deposits                                                                              21,558
                                                                                         ----------------
     Total loan portfolio and loans securitized into FNMA MBS with recourse
     and MBS-REMICs                                                                           49,016,258
  Loans securitized into FNMA MBS and MBS-REMICs                                             (14,109,347) (c)
                                                                                         ----------------
    Total loans receivable                                                                $   34,906,911
                                                                                         ================
</TABLE>

(a)  The Company has no commercial loans other than commercial real estate
     loans.
(b)  All states included in other have total loan balance less than 2% of total
     loans.
(c)  The above schedule includes the September 30, 2000 balances of loans that
     were securitized and retained as FNMA MBS with recourse and MBS-REMICs.

<PAGE>


     The Company continues to emphasize ARM loans with interest rates that
change periodically in accordance with movements in specified indexes. The
portion of the mortgage portfolio (including MBS and MBS-REMICs) composed of
rate-sensitive loans was 94% at September 30, 2001 compared to 95% at December
31, 2000, and 94% at September 30, 2000. The Company's ARM originations
constituted 86% of new mortgage loans made for the first nine months of 2001
compared to 96% for the first nine months of 2000.

     During the life of the ARM loan, the interest rate may not be raised above
a lifetime cap, set at the time of origination or assumption. The weighted
average maximum lifetime cap rate on the Company's ARM loan portfolio (including
ARMs swapped into MBS with recourse and MBS-REMICs before any reduction for loan
servicing fees) was 12.23% or 5.16% above the actual weighted average rate at
September 30, 2001, versus 12.31% or 4.41% above the weighted average rate at
September 30, 2000.

     Approximately $5.1 billion of the Company's ARM loans (including MBS with
recourse and MBS-REMICs) have terms that state that the interest rate may not
fall below a lifetime floor set at the time of origination or assumption. As of
September 30, 2001, $406 million of ARM loans had reached their rate floors. The
weighted average floor rate on the loans that had reached their floor was 7.55%
at September 30, 2001 compared to 7.92% at September 30, 2000. Without the
floor, the average rate on these loans would have been 6.54% at September 30,
2001 and 7.65% at September 30, 2000.

     Loan repayments consist of monthly loan amortization and loan payoffs. For
the three and nine months ended September 30, 2001, loan repayments were $2.4
billion and $6.7 billion, respectively, compared to $1.1 billion and $3.3
billion in the same periods of 2000. The increase in loan repayments was
primarily due to an increase in loan payoffs in the first nine months of 2001.

Mortgage Servicing Rights

     Capitalized mortgage servicing rights are included in "Other assets" on the
Consolidated Statement of Financial Condition. The following table shows the
changes in capitalized mortgage servicing rights for the three and nine months
ended September 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                     TABLE 9

                      Capitalized Mortgage Servicing Rights
                             (Dollars in thousands)



                                                                      Three Months Ended          Nine Months Ended
                                                                          September 30                  September 30
                                                                  ---------------------------   ---------------------------
                                                                      2001           2000           2001            2000
                                                                  -----------    ------------   ------------    -----------
<S>                                                               <C>             <C>            <C>             <C>
Beginning balance of capitalized mortgage servicing rights        $   36,109      $   32,695     $   28,355      $  37,295
New capitalized mortgage servicing rights from loan sales             11,899             694         25,357          2,179
Amortization of capitalized mortgage servicing rights                 (3,652)         (3,105)        (9,356)        (9,190)
                                                                  -----------    ------------   ------------    -----------
Ending balance of capitalized mortgage servicing rights           $   44,356      $   30,284     $   44,356      $  30,284
                                                                  ===========    ============   ============    ===========
</TABLE>

     The book value of Golden West's servicing rights did not exceed the fair
value at September 30, 2001 or 2000 and, therefore, no write-down of the
servicing rights was necessary.


<PAGE>


Asset Quality

     An important measure of the soundness of the Company's loan and MBS
portfolio is its ratio of nonperforming assets (NPAs) and troubled debt
restructured (TDRs) to total assets. Nonperforming assets include non-accrual
loans (loans, including loans securitized into MBS with recourse and loans
securitized into MBS-REMICs, that are 90 days or more past due) and real estate
acquired through foreclosure. No interest is recognized on non-accrual loans.
The Company's TDRs are made up of loans on which delinquent payments have been
capitalized or on which temporary interest rate reductions have been made,
primarily to customers impacted by adverse economic conditions.

     The following table shows the components of the Company's NPAs and TDRs and
the various ratios to total assets.

<TABLE>
<CAPTION>
                                    TABLE 10

               Nonperforming Assets and Troubled Debt Restructured
                             (Dollars in thousands)


                                                   September 30         December 31         September 30
                                                       2001                2000                 2000
                                                 ------------------   ----------------    ------------------
<S>                                               <C>                  <C>                  <C>
Non-accrual loans                                 $        336,686     $      231,155       $       213,956
Real estate acquired through foreclosure                     8,200              8,061                 9,774
Real estate in judgment                                      1,258                200                   110
                                                 ------------------   ----------------    ------------------
Total nonperforming assets                        $        346,144     $      239,416       $       223,840
                                                 ==================   ================    ==================

TDRs                                              $            129     $        1,933       $         4,175
                                                 ==================   ================    ==================

Ratio of NPAs to total assets                                  .60%               .43%                  .43%
                                                 ==================   ================    ==================

Ratio of TDRs to total assets                                  .00%               .00%                  .01%
                                                 ==================   ================    ==================

Ratio of NPAs and TDRs to total assets                         .60%               .43%                  .44%
                                                 ==================   ================    ==================

</TABLE>


     The increase in NPAs during the first nine months of 2001 reflected the
normal increase in delinquencies associated with the aging of the large volume
of mortgages originated during the past two years together with the slowing of
the economy. The Company closely monitors all delinquencies and takes
appropriate steps to protect its interests. Interest foregone on non-accrual
loans (loans 90 days or more past due) amounted to $3 million and $7 million for
the three and nine months ended September 30, 2001 compared to $885 thousand and
$2 million for the same periods in 2000. Interest foregone on TDRs amounted to
$1 thousand and $40 thousand for the three and nine months ended September 30,
2001, compared to $41 thousand and $153 thousand for the three and nine months
ended September 30, 2000.

     The tables on the following page show the Company's nonperforming assets by
state as of September 30, 2001 and 2000.


<PAGE>


<TABLE>
<CAPTION>
                                    TABLE 11

                          Nonperforming Assets by State
                               September 30, 2001
                             (Dollars in thousands)


                       Non-Accrual Loans (a)                 Foreclosed Real Estate
               -----------------------------------   -----------------------------------
                   Residential          Commercial                          Commercial                     NPAs as
                   Real Estate             Real           Residential          Real          Total         a % of
  State         1 - 4          5+         Estate       1 - 4        5+        Estate         NPAs (b)      Loans
-----------  -----------   ----------   ----------   ---------   --------  ------------   ------------   ------------
<S>          <C>           <C>          <C>          <C>         <C> <C>   <C>   <C>      <C>                  <C>
California   $  172,974    $     821    $    667     $  1,647    $  -0-    $    -0-       $  176,109           .51%
Florida          30,426          -0-          80          280       -0-         -0-           30,786          1.13
Texas            17,126          -0-         -0-          758       -0-         -0-           17,884           .81
New Jersey       18,813          -0-         -0-          573       -0-         -0-           19,386           .98
Washington        8,554          -0-         -0-          425       -0-         -0-            8,979           .52
Illinois         14,770          -0-         -0-          594       215         -0-           15,579          1.01
Colorado          2,745          -0-         -0-          -0-       -0-         -0-            2,745           .19
Pennsylvania     12,940          -0-         -0-          603       -0-         -0-           13,543          1.30
Arizona           5,178          -0-         -0-           88       -0-         -0-            5,266           .52
Other (c)        51,294          298         -0-        4,589       -0-         -0-           56,181           .98
             ------------  ----------   ----------   ---------   -------   ------------   ------------    ------------
 Totals      $  334,820    $   1,119    $    747     $  9,557    $ 215     $    -0-          346,458           .64%
             ============  ==========   ==========   =========   =======   ============

FRE general valuation allowance                                                                 (314)         (.00)
                                                                                          ------------    ------------
Total nonperforming assets                                                                $  346,144           .64%
                                                                                          ============    ============
</TABLE>

(a)  Non-accrual loans are 90 days or more past due and have no unpaid interest
     accrued.
(b)  The September 30, 2001 balances include loans that were securitized into
     FNMA MBS and MBS-REMICs.
(c)  All states included in other have total loan balance less than 2% of total
     loans.

<TABLE>
<CAPTION>
                                    TABLE 12

                          Nonperforming Assets by State
                               September 30, 2000
                             (Dollars in thousands)

                            Non-Accrual Loans (a)                    Foreclosed Real Estate
               ------------------------------------------   --------------------------------------
                       Residential           Commercial                              Commercial                  NPAs as
                        Real Estate             Real              Residential          Real         Total         a % of
    State          1 - 4           5+          Estate         1 - 4        5+         Estate         NPAs (b)     Loans
-------------  -------------   ----------   ------------    ----------  ---------   -----------   -----------   ----------
<S>             <C>             <C>          <C>             <C>         <C> <C>     <C>  <C>     <C>               <C>
California      $   111,403     $   985      $    576        $  3,649    $  -0-      $   -0-      $  116,613        .38%
Florida              16,819         -0-            57             675       -0-          108          17,659        .74
Texas                10,074         -0-           -0-             523       -0-          -0-          10,597        .52
New Jersey           16,004         -0-            18             243       -0-          314          16,579        .91
Washington            3,555         -0-           -0-             113       -0-          -0-           3,668        .24
Illinois             10,320         215           -0-             696       -0-          -0-          11,231        .70
Colorado              2,377         -0-           -0-             -0-       -0-          -0-           2,377        .17
Pennsylvania         10,147         -0-           -0-           1,420       -0-          -0-          11,567       1.14
Arizona               4,812         -0-           -0-             -0-       -0-          -0-           4,812        .46
Other (c)            26,510          84           -0-           1,875       -0-          508          28,977        .55
               -------------   ----------   ------------    ----------  ---------   -----------   -----------   ------------
  Totals        $   212,021     $ 1,284      $    651        $  9,194    $  -0-      $   930         224,080        .46
               =============   ==========   ============    ==========  =========   ===========

FRE general valuation allowance                                                                         (240)      (.00)
                                                                                                  -----------   ------------
Total nonperforming assets                                                                        $  223,840        .46%
                                                                                                  ============  ============
</TABLE>

(a)  Non-accruals loans are 90 days or more past due and have no unpaid interest
     accrued.
(b)  The September 30, 2000 balances include loans that were securitized into
     FNMA MBS and MBS-REMICs.
(c)  All states included in other have total loan balances with less than 2% of
     total loans.

<PAGE>

     The Company provides specific valuation allowances for losses on loans when
impaired, and a write-down on foreclosed real estate when any significant and
permanent decline in value is identified. The Company also utilizes a
methodology for monitoring and estimating loan losses that is based on both
historical experience in the loan portfolio and factors reflecting current
economic conditions. This approach uses a database that identifies losses on
loans and foreclosed real estate from past years to the present, broken down by
year of origination, type of loan, and geographical area. Based on these
historical analyses, management is then able to estimate a range of general loss
allowances by type of loan and risk category to cover losses inherent in the
portfolio. One-to-four single-family real estate loans are evaluated as a group.
In addition, periodic reviews are made of major multi-family and commercial real
estate loans and foreclosed real estate. Where indicated, specific and general
valuation allowances are established or adjusted. In estimating probable losses
inherent in the portfolio, consideration is given to the estimated sale price,
cost of refurbishing the security property, payment of delinquent taxes, cost of
disposal, and cost of holding the property. Additions to and reductions from the
allowances are reflected in current earnings based upon quarterly reviews of the
portfolio. The review methodology and historical analyses are reconsidered
quarterly.

     The table below shows the changes in the allowance for loan losses for the
three and nine months ended September 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                    TABLE 13

                      Changes in Allowance for Loan Losses
                             (Dollars in thousands)

                                                                      Three Months Ended                Nine Months Ended
                                                                         September 30                     September 30
                                                                -----------------------------    ------------------------------
                                                                    2001            2000             2001             2000
                                                                -------------  -------------    -------------    -------------
<S>                                                              <C>            <C>              <C>              <C>
Beginning allowance for loan losses                              $   245,078    $   234,834      $   236,708      $   232,134
Provision for losses charged to expense                                3,639          1,106           12,463            5,917
Less loans charged off                                                  (628)           (54)          (1,383)            (674)
Recoveries                                                               161            121              329              302
Net transfer of allowance (to) from recourse liability                 2,194           (438)           2,327           (2,110)
                                                                -------------   -------------   -------------    -------------
Ending allowance for loan losses                                 $   250,444    $   235,569      $   250,444      $   235,569
                                                                =============   =============   =============    =============

Ratio of net chargeoffs (recoveries) to average loans
  outstanding (including MBS with recourse
  and MBS-REMICs)                                                        .00%           .00%             .00%             .00%
                                                                =============   =============    =============    =============

Ratio of allowance for loan losses to total loans
  (including MBS with recourse and MBS-REMICs)                                                           .46%             .48%
                                                                                                 =============    =============
Ratio of allowance for loan losses to nonperforming assets                                              72.4%           105.2%
                                                                                                 =============    =============
</TABLE>


Deposits

     The Company raises deposits through its retail branch system as well as
through the capital markets.

     Retail deposits increased during the third quarter of 2001 by $1.8 billion,
including interest credited of $312 million, compared to an increase of $522
million, including interest credited of $328 million in the third quarter of
2000. Retail deposits increased during the first nine months of 2001 by $3.3

<PAGE>

billion, including interest credited of $994 million, compared to an increase of
$1.1 billion, including interest credited of $896 million in the first nine
months of 2000. Retail deposits increased during the first nine months of 2001
because the public found savings to be a more favorable investment compared with
other alternatives. The increase in 2000 was primarily due to interest credited.
At September 30, 2001 and 2000, transaction accounts (which include checking,
passbook, and money market accounts) represented 34% and 28%, respectively, of
the total balance of deposits.

     The Company uses government securities dealers to sell wholesale
certificates of deposit (CDs) to institutional investors. The Company's deposit
balance as of December 31, 2000 included $185 million, respectively, of these
wholesale CDs. There were no outstanding wholesale CDs at September 30, 2001 or
September 30, 2000.

The table below shows the Company's deposits by interest rate and by remaining
maturity at September 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                    TABLE 14
                                    Deposits
                              (Dollars in Millions)

                                                                                             September 30
                                                                     -----------------------------------------------------------
                                                                                 2001                           2000
                                                                     ----------------------------   ----------------------------
                                                                        Rate*           Amount         Rate*           Amount
                                                                     -----------    -------------   ----------------------------
    Deposits by rate:
<S>                                                                        <C>          <C>               <C>          <C>
      Interest-bearing checking accounts                                   1.85%        $     98          3.02%        $     74
      Interest-bearing checking accounts swept
        into money market deposit accounts                                 3.06            4,317          3.40            3,157
      Passbook accounts                                                    1.20              461          1.48              463
      Money market deposit accounts                                        3.66            6,341          4.24            4,217
      Term certificate accounts with original maturities of:
        4 weeks to 1 year                                                  4.21           11,908          5.95            9,569
        1 to 2 years                                                       5.02            6,785          5.85            7,511
        2 to 3 years                                                       5.45            1,560          5.62            1,388
        3 to 4 years                                                       5.54              602          5.74              451
        4 years and over                                                   5.78              735          5.96              678
      Retail jumbo CDs                                                     4.86              327          5.81              741
                                                                                    -------------                  -------------
                                                                                        $ 33,134                       $ 28,249
                                                                                    =============                  =============



                                                                                         2001                           2000
                                                                                    -------------                  -------------
    Deposits by remaining maturity:
        No contractual maturity                                            3.31%        $ 11,217          3.73%        $  7,911
        Maturity within one year                                           4.58           19,449          5.86           18,054
        1 to 5 years                                                       5.12            2,448          6.08            2,252
        Over 5 years                                                       5.74               20          5.35               32
                                                                                    -------------                  -------------
                                                                                        $ 33,134                       $ 28,249
                                                                                    =============                  =============
</TABLE>

     * Weighted average interest rate, including the impact of interest rate
swaps.

     At September 30, the weighted average cost of deposits was 4.19% (2001) and
5.28% (2000).


<PAGE>


Advances from Federal Home Loan Banks

     The Company uses borrowings from the FHLBs, also known as "advances," to
provide funds for loan origination activities. Advances are secured by pledges
of certain loans, MBS-REMICs, other MBS, and capital stock of the FHLBs. FHLB
advances amounted to $17.9 billion at September 30, 2001, compared to $19.7
billion at December 31, 2000, and $18.2 billion at September 30, 2000,
respectively.

Securities Sold Under Agreements to Repurchase

     The Company borrows funds through transactions in which securities are sold
under agreements to repurchase (Reverse Repos). Reverse Repos are entered into
with selected major government securities dealers and large banks, using MBS
from the Company's portfolio. Reverse Repos with dealers and banks amounted to
$421 million, $857 million, and $859 million at September 30, 2001, December 31,
2000, and September 30, 2000, respectively.

Other Borrowings

     At September 30, 2001, Golden West, at the holding company level, had
principal amounts of $600 million of subordinated debt issued and outstanding as
compared to $715 million at September 30, 2000. As of September 30, 2001, the
Company's subordinated debt securities were rated A3 and A- by Moody's Investors
Service (Moody's) and Standard & Poor's Corporation (S&P), respectively.

     In July 2000, the Company filed a registration statement with the
Securities and Exchange Commission for the issuance or sale of up to $1.0
billion of securities, including senior debt. At September 30, 2001, the Company
had issued and outstanding $200 million of five-year senior debt in connection
with the aforementioned registration statement.

     At September 30, 2001, WSB had $694 million of bank notes outstanding.

     In November 1996, WSB received permission from the OTS to issue
non-convertible medium-term notes to institutional investors under rules similar
to Office of the Comptroller of the Currency rules applicable to similarly
situated national banks. As of September 30, 2001, WSB had not issued any notes
under this authority.

Stockholders' Equity

     The Company's stockholders' equity increased by $528 million during the
first nine months of 2001 as a result of net earnings partially offset by
decreased market values of securities available for sale, the payment of
quarterly dividends to stockholders and the $29 million cost of the repurchase
of Company stock. The Company's stockholders' equity increased by $294 million
during the first nine months of 2000 as a result of net earnings and increased
market values of securities available for sale, partially offset by the payment
of quarterly dividends to stockholders and the $109 million cost of the
repurchase of Company stock. Unrealized gains, net of taxes, on securities and
MBS available for sale included in stockholders' equity at September 30, 2001,
December 31, 2000, and September 30, 2000 were $222 million, $233 million, and
$182 million, respectively.

     Since 1993, through five separate actions, Golden West's Board of Directors
has authorized the repurchase by the Company of up to 60.6 million shares of
Golden West's common stock. As of September 30, 2001, 43.4 million shares had
been repurchased and retired at a cost of $944 million since October 1993, of
which 529,000 were purchased and retired at a cost of $29 million during the
first nine months of 2001. Dividends from WSB are expected to continue to be the
major source of funding for the stock repurchase program. The repurchase of
Golden West stock is not intended to have a material impact on the normal
liquidity of the Company.
<PAGE>

Regulatory Capital

     The OTS requires federally insured institutions such as WSB and WTX to meet
certain minimum capital requirements. The following table shows WSB's regulatory
capital ratios and compares them to the OTS minimum requirements at September
30, 2001 and 2000. The September 30, 2000 numbers are as reported to the OTS and
have not been restated because the OTS did not require them to be restated to
reflect the reorganization that took place in 2000 as discussed on page 6.

<TABLE>
<CAPTION>
                                    TABLE 15

                             World Savings Bank, FSB
                            Regulatory Capital Ratios
                             (Dollars in thousands)


                                       September 30, 2001                                        September 30, 2000
                     -----------------------------------------------------    ----------------------------------------------------
                              ACTUAL                      REQUIRED                       ACTUAL                      REQUIRED
                     -------------------------   -------------------------    -------------------------    -----------------------
                       Capital         Ratio        Capital         Ratio         Capital      Ratio         Capital        Ratio
                     -------------   ---------   -------------   ---------    ------------   ----------    ------------   --------
<S>                    <C>             <C>          <C>             <C>          <C>             <C>          <C>            <C>
       Tangible        $4,247,559      7.38%        $  863,820      1.50%        $2,817,341      5.81%        $  727,749     1.50%
       Core             4,247,559      7.38          2,303,520      4.00          2,817,341      5.81          1,940,664     4.00
       Risk-based       4,591,460     13.72          2,676,943      8.00          2,985,238     10.62          2,249,282     8.00
</TABLE>


     The following table shows WTX's current regulatory capital ratios and
compares them to the OTS minimum requirements at September 30, 2001.

<TABLE>
<CAPTION>
                                    TABLE 16

                          World Savings Bank, FSB Texas
                            Regulatory Capital Ratios
                             (Dollars in thousands)


                                  September 30, 2001
               --------------------------------------------------------
                         ACTUAL                       REQUIRED
               ---------------------------   --------------------------
                 Capital         Ratio         Capital         Ratio
               -------------   -----------   -------------   ----------
<S>               <C>            <C>             <C>           <C>
Tangible          $ 310,217      5.22%           $ 89,180      1.50%
Core                310,217      5.22             237,813      4.00
Risk-based          310,218     26.08              95,167      8.00
</TABLE>


<PAGE>


     The OTS has adopted rules based upon five capital tiers: well-capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized, and
critically undercapitalized. The determination of whether a savings bank falls
into a certain classification depends primarily on its capital ratios. As the
following two tables show, as of September 30, 2001, WSB and WTX exceeded the
qualifications for well-capitalized institutions under the rules applicable to
them.

<TABLE>
<CAPTION>
                                    TABLE 17

                             World Savings Bank, FSB
         Regulatory Capital Compared to Well-Capitalized Classification
                             (Dollars in thousands)



                                      ACTUAL                             WELL-CAPITALIZED
                            ----------------------------      --------------------------------
                              Capital           Ratio             Capital             Ratio
                            -------------     ----------      --------------      ------------
<S>                           <C>                 <C>           <C>                   <C>
Leverage                      $ 4,247,559         7.38%         $ 2,879,400           5.00%
Tier 1 risk-based               4,247,559        12.69            2,007,708           6.00
Total risk-based                4,591,460        13.72            3,346,179          10.00
</TABLE>


<TABLE>
<CAPTION>
                                    TABLE 18

                          World Savings Bank, FSB Texas
         Regulatory Capital Compared to Well-Capitalized Classification
                             (Dollars in thousands)



                                      ACTUAL                             WELL-CAPITALIZED
                            ----------------------------      ---------------------------------
                               Capital         Ratio             Capital             Ratio
                            --------------    ----------      --------------      -------------
<S>                            <C>               <C>             <C>                  <C>
Leverage                       $ 310,217         5.22%           $297,266             5.00%
Tier 1 risk-based                310,217        26.08              71,375             6.00
Total risk-based                 310,218        26.08             118,959            10.00
</TABLE>





<PAGE>


Results Of Operations

     Net Earnings

     Net earnings for the three months ended September 30, 2001 were $206
million compared to net earnings of $137 million for the three months ended
September 30, 2000. Net earnings for the nine months ended September 30, 2001
were $591 million (excluding the cumulative effect of the accounting change)
compared to net earnings of $397 million for the nine months ended September 30,
2000. Net earnings increased in 2001 as compared to 2000 primarily as a result
of increased net interest income and increased noninterest income, which were
partially offset by an increase in general and administrative expenses. Net
earnings for the nine months ended September 30, 2001, including the cumulative
effect of the accounting change, net of tax, were $585 million. See page 6 for
further discussion on SFAS 133 and the cumulative effect of the accounting
change.

     Net Interest Income

     The largest component of the Company's revenue and earnings is net interest
income, which is the difference between the interest and dividends earned on
loans and other investments and the interest paid on customer deposits and
borrowings. Long-term growth of the Company's net interest income, and hence
earnings, is related to the ability to expand the mortgage portfolio, the
Company's primary earning asset, by originating and retaining high-quality
adjustable rate home loans. Over the short term, however, net interest income
can be influenced by business conditions, especially movements in interest
rates, which can temporarily accelerate or restrain net interest income changes.

     Net interest income amounted to $415 million and $1.2 billion,
respectively, for the three and nine months ended September 30, 2001. These
amounts represented 44% and 41% increases, respectively, over the $288 million
and $838 million reported during the same periods in 2000. As discussed below,
the significant growth of net interest income in 2001 compared with the prior
year resulted from two principal factors: the substantial growth of the mortgage
portfolio during 2000; and an increase in 2001 in the Company's primary spread,
which is the difference between the yield on loans and other investments and the
rate paid on deposits and borrowings.

     Net interest income in 2001 benefited from the 32% growth of the mortgage
portfolio in the prior year. Specifically, in 2000, the Company originated a
record loan volume that, in combination with a moderate level of mortgage
repayments, resulted in unusually rapid growth of the Company's loans
receivable. Thus, there was a significantly larger average loan balance
outstanding during 2001 versus 2000, and this contributed to the substantial net
interest income increase in 2001.

     Net interest income increases in 2001 were also influenced by a temporary
widening of the Company's primary spread. As noted in the discussion of the Gap
on page 11, the Company's liabilities respond more rapidly to movements in
short-term interest rates than the Company's assets, most of which are
adjustable rate mortgages tied to indexes that lag changes in market interest
rates. Consequently, when short-term interest rates decline, the Company's
primary spread temporarily widens, and when short-term interest rates move up,
the Company's primary spread compresses for a period of time. When interest
rates stabilize, the primary spread returns to more normal levels. For the five
years ended September 30, 2001, which included periods of both falling and
rising interest rates, the Company's primary spread averaged 2.21% with a high
of 2.83% and a low of 1.88%.

     During the first nine months of 2001, the Federal Reserve's Open Market
Committee lowered the Federal Funds rate, a key short-term interest rate, by a
total of 350 basis points in order to stimulate the economy. Other short-term

<PAGE>

market rates experienced similar decreases. In response to significantly lower
short-term interest rates, the Company's cost of funds declined by 185 basis
points between December 31, 2000 and September 30, 2001. This large drop
occurred, in part, because the Company used primarily adjustable market-rate
borrowings to fund the rapid expansion of the loan portfolio in 2000. As a
result, a significant portion of the Company's liabilities responded almost
immediately to the sharp decrease in market rates in 2001. While the Company's
cost of funds declined considerably during the first nine months of 2001, the
yield on the Company's assets fell by only 105 basis points, because the indexes
to which the large adjustable rate mortgage portfolio is tied moved down more
slowly. As a consequence, the Company's primary spread widened substantially
during 2001, reaching 2.83%, the highest point since 1987, and resulted in a
temporary boost to net interest income in 2001.

     The table below shows the components of the Company's spread at September
30, 2001, December 31, 2000, and September 30, 2000.

<TABLE>
<CAPTION>
                                    TABLE 19

                            Yield on Earning Assets,
                        Cost of Funds, and Primary Spread


                                                      September 30         December 31         September 30
                                                          2001               2000                  2000
                                                    ---------------    ----------------     ----------------

<S>                                                         <C>                 <C>                   <C>
                     Yield on loan portfolio                7.01%               8.05%                 7.88%
                     Yield on MBS                           6.95                7.98                  7.82
                     Yield on investments                   4.34                7.12                  8.70
                                                    -------------        ------------         -------------
                     Yield on earning assets                6.97                8.02                  7.86
                                                    -------------        ------------         -------------
                     Cost of deposits                       4.19                5.52                  5.28
                     Cost of borrowings                     4.05                6.66                  6.58
                                                    -------------        ------------         -------------
                     Cost of funds                          4.14                5.99                  5.82
                                                    -------------        ------------         -------------
                     Primary spread                         2.83%               2.03%                 2.04%
                                                    =============        ============         =============

</TABLE>

     The Company holds ARMs in order to manage the rate sensitivity of the asset
side of the balance sheet. The yield on the Company's ARM portfolio tends to lag
changes in market interest rates principally because of lags related to the
indexes. Most of the Company's ARMs have interest rates that change in
accordance with an index based on the cost of deposits and borrowings of savings
institutions that are members of the FHLB of San Francisco (the COFI). The
Company also originates loans that are tied to the Golden West Cost of Savings
Index (COSI). As previously discussed, there is a two-month reporting lag for
the COFI and a one-month reporting lag for COSI. Additionally, certain loan
features cause the yield on the Company's ARM portfolio to lag changes in market
interest rates. These features include introductory fixed rates on new ARM
loans, the interest rate adjustment frequency of ARM loans, interest rate caps
or limits on individual rate changes, and interest rate floors. On balance, the
index lags and ARM structural features cause the Company's assets initially to
reprice more slowly than its liabilities, resulting in a temporary reduction in
net interest income when rates increase and a temporary increase in net interest
income when rates fall.



<PAGE>


<TABLE>
<CAPTION>
                                    TABLE 20

        Average Interest-Earning Assets and Interest-Bearing Liabilities
                             (Dollars in thousands)



                                                  Three Months Ended                                  Three Months Ended
                                                  September 30, 2001                                  September 30, 2000
                                    ---------------------------------------------   -----------------------------------------------
                                                      Annualized       End of                            Annualized       End of
                                        Average      Average Yield     Period           Average            Average        Period
                                     Balances (a)                        Yield       Balances (a)           Yield          Yield
                                    --------------  ----------------   ----------   ----------------   --------------   -----------
 ASSETS
<S>                                  <C>                   <C>           <C>         <C>                      <C>           <C>
 Investment securities               $  3,184,270          4.09%         4.34%       $   3,600,512            6.84%         8.70%
 Mortgage-backed securities            16,797,464          7.10%         6.95%          14,791,819            7.66%         7.82%
 Loans receivable (b)                  37,237,843          7.34%         7.01%          33,067,747            7.90%         7.88%
 Invest. in capital stock of FHLBs      1,091,375          4.96%         4.97%             886,441            7.24%         6.55%
                                    --------------  ---------------                 ----------------   --------------
 Interest-earning assets             $ 58,310,952          7.05%                     $  52,346,519            7.75%
                                    ==============  ===============                 ================   ==============

 LIABILITIES
 Deposits:
     Checking accounts               $    120,250          2.77%         1.85%       $     156,644            1.84%         3.02%
     Savings accounts                  10,115,826          3.45%         3.32%           8,189,258            3.76%         3.74%
     Term accounts                     22,255,697          4.99%         4.65%          20,820,381            5.91%         5.88%
                                    --------------- ---------------    ----------   ----------------   ---------------  -----------
         Total deposits                32,491,773          4.50%         4.19%          29,166,283            5.29%         5.28%
 Advances from FHLBs                   18,681,114          4.30%         4.00%          17,250,092            6.58%         6.55%
 Reverse repurchases                      758,561          3.83%         3.01%           1,486,301            6.41%         6.24%
 Other borrowings                       3,545,252          4.44%         4.95%           1,883,200            7.13%         7.63%
                                   ---------------  --------------                 ----------------   ---------------
 Interest-bearing liabilities        $ 55,476,700          4.42%                     $  49,785,876            5.84%
                                   ===============  ==============                 ================   ===============

 Net interest spread                                       2.63%                                              1.91%
                                                    ==============                                    ===============

 Net interest income                 $    415,132                                    $     287,912
                                   ===============                                 ================

 Net yield on average interest-
     earning assets                                        2.85%                                              2.20%
                                                    ==============                                    ===============

</TABLE>

(a)  Averages are computed using daily balances.
(b)  Includes nonaccrual loans (90 days or more past due).




<PAGE>


<TABLE>
<CAPTION>
                                    TABLE 21

        Average Interest-Earning Assets and Interest-Bearing Liabilities
                             (Dollars in thousands)



                                                    Nine Months Ended                                   Nine Months Ended
                                                   September 30, 2001                                  September 30, 2000
                                     -----------------------------------------------   --------------------------------------------
                                                          Annualized       End of                          Annualized      End of
                                         Average         Average Yield     Period           Average          Average       Period
                                      Balances (a)                          Yield       Balances (a)         Yield         Yield
                                     ----------------   ----------------   ---------   ----------------  --------------  ----------
  ASSETS
<S>                                   <C>                       <C>          <C>        <C>                     <C>          <C>
  Investment securities               $   3,167,297             4.94%        4.34%      $    2,972,977          6.52%        8.70%
  Mortgage-backed securities             18,100,472             7.63%        6.95%          12,963,639          7.47%        7.82%
  Loans receivable (b)                   35,398,324             7.77%        7.01%          31,218,757          7.63%        7.88%
  Invest. in capital stock of FHLBs       1,082,383             5.64%        4.97%             724,472          7.60%        6.55%
                                     ---------------    ---------------                ----------------  --------------
  Interest-earning assets             $  57,748,476             7.53%                   $   47,879,845          7.52%
                                     ===============    ===============                ================  ==============

  LIABILITIES
  Deposits:
      Checking accounts               $     125,870             2.57%        1.85%      $      136,543          2.13%      3.02%
      Savings accounts                    8,204,319             3.51%        3.32%           8,857,741          3.80%      3.74%
      Term accounts                      23,861,265             5.50%        4.65%          22,167,349          4.99%      5.88%
                                     ---------------    ---------------    ---------   ----------------  ---------------  --------
          Total deposits                 32,191,454             4.98%        4.19%          31,161,633          4.64%      5.28%
  Advances from FHLBs                    18,989,841             5.15%        4.00%          13,608,999          6.22%      6.55%
  Reverse repurchases                     1,079,398             4.88%        3.01%           1,378,630          6.04%      6.24%
  Other borrowings                        2,698,127             5.10%        4.95%           1,510,799          7.06%      7.63%
                                     ---------------    ---------------                ----------------  ---------------
  Interest-bearing liabilities        $  54,958,820             5.04%                   $   47,660,061          5.21%
                                     ===============    ===============                ================  ===============
  Net interest spread                                           2.49%                                           2.31%
                                                        ===============                                  ===============

  Net interest income                 $   1,181,028                                     $      838,071
                                     ===============                                   ================

  Net yield on average interest-
      earning assets                                            2.73%                                            2.33%
                                                        ===============                                   ===============

</TABLE>

(a)  Averages are computed using daily balances.
(b)  Includes nonaccrual loans (90 days or more past due).

<PAGE>


     The following table shows the Company's revenues and expenses as a
percentage of total revenues for the three and nine months ended September 30,
2001 and 2000.

<TABLE>
<CAPTION>
                                    TABLE 22

                       Selected Revenue and Expense Items
                        as Percentages of Total Revenues



                                                                  Three Months Ended              Nine Months Ended
                                                                     September 30                    September 30
                                                              ---------------------------      -------------------------
                                                                  2001            2000            2001           2000
                                                              ------------     ----------      ----------     ----------
<S>                                                                  <C>            <C>             <C>            <C>
Interest on loans                                                    63.0%          61.8%           60.1%          63.5%
Interest on mortgage-backed securities                               27.5           26.8            30.2           25.8
Interest and dividends on investments                                 4.3            7.4             4.8            6.6
                                                              ------------     ----------      ----------     ----------
                                                                     94.8           96.0            95.1           95.9
Less:
  Interest on deposits                                               33.7           36.5            35.1           38.5
  Interest on advances and other borrowings                          22.8           32.3            25.5           27.6
                                                              ------------     ----------      ----------     ----------
                                                                     56.5           68.8            60.6           66.1

Net interest income                                                  38.3           27.2            34.5           29.8
  Provision for loan losses                                            .3             .1              .4             .2
                                                              ------------     ----------      ----------     ----------
Net interest income after provision for loan losses                  38.0           27.1            34.1           29.6

Add:
  Fees                                                                3.5            1.9             3.3            1.9
  Gain on the sale of securities and loans                            1.2             .3              .8             .2
  Change in fair value of derivatives                                 (.7)           0.0             (.4)           0.0
  Other non-interest income                                           1.2            1.8             1.2            2.0
                                                              ------------     ----------      ----------     ----------
                                                                      5.2            4.0             4.9            4.1
Less:
  General and administrative expenses                                12.2           10.2            10.9           11.0
  Taxes on income                                                    12.0            7.9            10.8            8.6
  Cumulative effect of accounting change                              0.0            0.0              .2            0.0
                                                              ------------     ----------      ----------     ----------
Net earnings                                                         19.0%          13.0%           17.1%          14.1%
                                                              ============     ==========      ==========     ==========

</TABLE>




<PAGE>

     Interest Rate Swaps

     The Company enters into interest rate swaps as a part of its interest rate
risk management strategy. Such instruments are entered into solely to alter the
repricing characteristics of designated assets and liabilities. The Company does
not hold any interest rate swaps or other derivative financial instruments for
trading purposes.

<TABLE>
<CAPTION>
                                    TABLE 23

                    Schedule of Interest Rate Swaps Activity
                         (Notional amounts in millions)


                                                       Nine Months Ended
                                                      September 30, 2001
                                                --------------------------------
                                                  Receive              Pay
                                                   Fixed              Fixed
                                                   Swaps              Swaps
                                                -------------     --------------
<S>                                                <C>                <C>
Balance at December 31, 2000                       $   217            $   717
Maturities                                            (114)               (56)
                                               --------------    ---------------
Balance at September 30, 2001                      $   103            $   661
                                               ==============    ===============
</TABLE>

     The range of floating interest rates received on swap contracts in the
first nine months of 2001 was 2.58% to 6.90%, and the range of floating interest
rates paid on swap contracts was 3.36% to 6.76%. The range of fixed interest
rates received on swap contracts in the first nine months of 2001 was 5.81% to
7.06% and the range of fixed interest rates paid on swap contracts was 5.58% to
8.85%.

     Interest rate swap payment activity decreased net interest income by $3.8
million and $7.5 million for the three and nine months ended September 30, 2001,
as compared to decreases of $682 thousand and $3.5 million for the same periods
in 2000.

     Upon adoption of SFAS 133 on January 1, 2001 (refer to discussion on page
6), the Company reported a one-time pre-tax charge of $10 million, or $.04 after
tax per diluted share. In addition to the one-time charge, the Company reported
pre-tax expense of $8 million, or $.03 after tax per diluted share for the three
months ended September 30, 2001, associated with the on going quarterly
valuation of the Company's swaps and pre-tax expense of $14 million, or $.05
after tax per diluted share for the nine months ended September 30, 2001. This
additional expense occurred because the market value of Golden West's swaps
declined during the third quarter and the first nine months of 2001 in
conjunction with falling short-term rates. The changes in fair value of these
swap contracts are reflected as assets or liabilities on the Consolidated
Statement of Condition with corresponding amounts reported in Noninterest Income
as the "Change in Fair Value of Derivatives" in the Consolidated Statement of
Net Earnings. The Company has elected not to use permitted hedge accounting for
the derivative financial instruments in portfolio at September 30, 2001.

     Interest on Loans

     In the third quarter of 2001, interest on loans was higher than in the
comparable 2000 period by $30 million or 4.6%. The increase in the third quarter
of 2001 was due to a $4.2 billion increase in the average portfolio balance,
which was partially offset by a 56 basis point decrease in the average portfolio
yield. In the first nine months of 2001, interest on loans was higher than in
the comparable 2000 period by $275 million or 15.4%. The increase in the first
nine months of 2001 was due to a $4.2 billion increase in the average portfolio
balance and a 14 basis point increase in the average portfolio yield.

<PAGE>

     Interest on Mortgage-Backed Securities

     In the third quarter of 2001, interest on mortgage-backed securities was
higher than in the comparable 2000 period by $15 million or 5.3%. The increase
in the third quarter of 2001 was primary due to a $2.0 billion increase in the
average portfolio balance, which was partially offset by a 56 basis point
decrease in the average portfolio yield. In the first nine months of 2001,
interest on mortgage-backed securities was higher than in the comparable 2000
period by $309 million or 42.5%. The increase in the first nine months of 2001
was due to a $5.1 billion increase in the average portfolio balance and a 16
basis point increase in the average portfolio yield. The increase in the
mortgage-backed securities portfolio was primarily due to the securitization of
loans into FNMA MBS and MBS-REMICs, as discussed on page 12.

     Interest and Dividends on Investments

     The income earned on the investment portfolio fluctuates, depending upon
the volume outstanding and the yields available on short-term investments. In
the third quarter of 2001, interest and dividends on investments decreased by
$32 million or 40.6% from the comparable period in 2000. The decrease in the
third quarter of 2001 was due to a $416 million decrease in the average
portfolio balance and a 289 basis point decrease in the average portfolio yield.
In the first nine months of 2001, interest and dividends on investments
decreased by $23 million or 12.6% from the comparable period in 2000. The
decrease in the first nine months of 2001 was primarily due to a 170 basis point
decrease in the average portfolio yield, which was partially offset by a $194
million increase in the average portfolio balance.

     Interest on Deposits

     In the third quarter of 2001, interest on deposits decreased by $20 million
or 5.1% from the comparable period in 2000. The decrease in the third quarter of
2001 was due to a 76 basis point decrease in the average cost of deposits
partially offset by a $3.2 billion increase in the average balance of deposits.
In the first nine months of 2001, interest on deposits increased by $119 million
or 11.0% from the comparable period in 2000. The increase in the first nine
months of 2001 was due to a $3.3 billion increase in the average balance of
deposits.

     Interest on Advances and Other Borrowings

     In the third quarter of 2001, interest on advances and other borrowings
decreased by $94 million or 27.5% from the comparable period of 2000. The
decrease in the third quarter of 2001 was primarily due to a 229 basis point
decrease in the average cost of these borrowings partially offset by a $2.4
billion increase in the average balance. In the first nine months of 2001,
interest on advances and other borrowings increased by $99 million or 12.7% from
the comparable period of 2000. The increase in the first nine months of 2001 was
primarily due to a $6.3 billion increase in the average balance, which was
partially offset by a 115 basis point decrease in the average cost of these
borrowings.

     Provision for Loan Losses

     The provision for loan losses was $4 million and $12 million for the three
and nine months ended September 30, 2001, compared to $1 million and $6 million
for the same periods in 2000. The increase in the provision for loan losses in

<PAGE>

2001 reflected the growth in the loan portfolio over the prior year and the
increase in nonperforming assets.

     Noninterest Income

     Noninterest income was $56 million and $167 million, respectively, for the
three and nine months ended September 30, 2001, compared to $41 million and $115
million for the same periods in 2000. The increases in 2001 as compared to 2000
resulted primarily from a higher amount of prepayment fees and increased gains
on the sale of fixed-rate mortgages.

     General and Administrative Expenses

     For the third quarter and first nine months of 2001, general and
administrative expenses (G&A) were $132 million and $375 million compared to
$107 million and $309 million for the comparable periods in 2000. G&A as a
percentage of average assets on an annualized basis was .91% and .88% for the
third quarter and first nine months of 2001 compared to .84% and .88% for the
same periods in 2000. G&A expenses increased in 2001 because of the costs
associated with the 32% growth of the mortgage portfolio in the prior year as
well as ongoing investments in personnel, facilities, and technology.

     Taxes on Income

     The Company utilizes the accrual method of accounting for income tax
purposes and for preparing its published financial statements. For financial
reporting purposes only, the Company uses purchase accounting in connection with
certain assets acquired through mergers. The purchase accounting portion of
income is not subject to tax.

     Taxes as a percentage of earnings were 38.7% and 38.5%for the third quarter
and first nine months of 2001, respectively, compared to 37.8% for both the
third quarter and first nine months of 2000.

Liquidity and Capital Resources

     WSB's principal sources of funds are cash flows generated from earnings;
deposits; loan repayments; sales of loans; wholesale certificates of deposit;
borrowings from the FHLB of San Francisco; borrowings from its parent; and debt
collateralized by mortgages, MBS, or securities. In addition, WSB has other
alternatives available to provide liquidity or finance operations including
federal funds purchased, the issuance of medium-term notes and bank notes,
borrowings from public offerings of debt, issuances of commercial paper, and
borrowings from commercial banks. Furthermore, under certain conditions, WSB may
borrow from the Federal Reserve Bank of San Francisco to meet short-term cash
needs. The availability of these funds will vary depending upon policies of the
FHLB, the Federal Reserve Bank of San Francisco, and the Federal Reserve Board.

     WTX's principal sources of funds are cash flows generated from borrowings
from the FHLB of Dallas; earnings; deposits; loan repayments; debt
collateralized by mortgages or securities; and borrowings from affiliates.

     The principal sources of funds for WSB's parent, Golden West, are dividends
from subsidiaries, interest on investments, and the proceeds from the issuance
of debt securities. Various statutory and regulatory restrictions and tax
considerations limit the amount of dividends WSB can pay. The principal
liquidity needs of Golden West are for payment of interest and principal on

<PAGE>

senior debt and subordinated debt securities, capital contributions to its
insured subsidiaries, dividends to stockholders, the repurchase of Golden West
stock (see stockholders' equity section on page 23), and general and
administrative expenses. At September 30, 2001, December 31, 2000, and September
30, 2000, Golden West's total cash and investments amounted to $532 million,
$387 million, and $516 million, respectively. Included in the cash and
investments above are a subordinated note receivable from WSB in the amount of
$100 million at September 30, 2001 and December 31, 2000.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Golden West estimates the sensitivity of the Company's net interest income,
net earnings, and capital ratios to interest rate changes and anticipated growth
based on simulations using an asset/ liability model which takes into account
the lags described on pages 11 and 27. The simulation model projects net
interest income, net earnings, and capital ratios based on an immediate interest
rate increase that is sustained for a thirty-six month period. The model is
based on the actual maturity and repricing characteristics of interest-rate
sensitive assets and liabilities. For certain assets, the model incorporates
assumptions regarding the impact of changing interest rates on prepayment rates,
which are based on the Company's historical prepayment information. The model
factors in projections for anticipated activity levels by product lines offered
by the Company. Based on the information and assumptions in effect at September
30, 2001, Management believes that a 200 basis point rate increase sustained
over a thirty-six month period would not materially affect the Company's
long-term profitability and financial strength.



<PAGE>


                           PART II. OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Index to Exhibits

Exhibit No.    Description
-----------    -----------

3(a) Certificate of Incorporation, as amended, and amendments thereto, are
     incorporated by reference to Exhibit 3(a) to the Company's Annual Report on
     Form 10-K (File No. 1-4269) for the year ended December 31, 1990.

3(b) By-Laws of the Company, as amended in 1997, are incorporated by
     reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K (File
     No. 1-4269) for the year ended December 31, 1997.

4(a) The Registrant agrees to furnish to the Commission, upon request, a
     copy of each instrument with respect to issues of long-term debt, the
     authorized principal amount of which does not exceed 10% of the total
     assets of the Company.

10(a)1996 Stock Option Plan, as amended, is incorporated by reference to
     Exhibit A of the Company's Definitive Proxy Statement on Schedule 14A,
     filed on March 15, 1996, for the Company's 1996 Annual Meeting of
     Stockholders.

10(b)Annual Incentive Bonus Plan is incorporated by reference to Exhibit A
     of the Company's Definitive Proxy Statement on Schedule 14A, filed on March
     16, 1998, for the Company's 1998 Annual Meeting of Stockholders.

10(c)Deferred Compensation Agreement between the Company and James T. Judd
     is incorporated by reference to Exhibit 10(b) of the Company's Annual
     Report on Form 10-K (File No. 1-4629) for the year ended December 31, 1986.

10(d)Deferred Compensation Agreement between the Company and Russell W.
     Kettell is incorporated by reference to Exhibit 10(c) of the Company's
     Annual Report on Form 10-K (File No. 1-4629) for the year ended December
     31, 1986.

10(e)Form of Supplemental Retirement Agreement between the Company and
     certain executive officers is incorporated by reference to Exhibit 10(j) to
     the Company's Annual Report on Form 10-K (File No. 1-4629) for the year
     ended December 31, 1990.

10(f)Operating lease on Company headquarters building, 1901 Harrison Street,
     Oakland, California 94612, is incorporated by reference to Exhibit 10(h) of
     the Company's Quarterly Report on Form 10-Q (File No. 1-4629) for the
     quarter ended September 30, 1998.

11   Statement of Computation of Earnings Per Share



<PAGE>


(b)  Reports on Form 8-K

     The Registrant filed the following report on Form 8-K with the Commission
     during the quarter for which the report is filed:

1.   Report filed July 27, 2001. Item 7. Financial Statements and Exhibits. The
     report included a press release announcing the Company's second quarter
     financial results.
2.   Report filed August 3, 2001. Item 7. Financial Statements and Exhibits.
     This report included a Statement of Eligibility on Form T-1 of Bankers
     Trust Company, as trustee under the Company's Senior Debt Indenture dated
     as of August 8, 2001.
3.   Report filed August 8, 2001. Item 7. Financial Statements and Exhibits.
     This report included the final form of the Company's Senior Debt Indenture
     dated as of August 8, 2001 with Bankers Trust Company, as trustee, as well
     as the form of the 5 1/2% Senior Note due August 8, 2006 issued by the
     Company on August 8, 2001.




                                             Signatures

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

                                             GOLDEN WEST FINANCIAL CORPORATION

Dated:  November 14, 2001                   /s/ Russell W. Kettell
                                           -------------------------------------
                                           Russell W. Kettell
                                           President and Chief Financial Officer


                                            /s/ William C. Nunan
                                           -------------------------------------
                                           William C. Nunan
                                           Group Senior Vice President
                                           and Chief Accounting Officer