Item 2.02 Results of Operations and Financial Condition.

On January 26, 2012, Washington Banking Company announced by press release its earnings for the fourth quarter and year ending December 30, 2011. A copy of the press release is attached hereto as Exhibit 99.1 .

The information in Item 2.02 of this Form 8-K and the attached Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On January 26, 2012, Washington Banking Company announced that the Board of Directors declared a cash dividend of $0.06 per common share, and a special cash dividend of $0.06 per share, each payable February 22 , 2012 to shareholders of record on February 6, 2012.