Edgar Filing: TFS Financial CORP

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 March 31, 2016



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

For transition period from to

Commission File Number 001-33390

__________________________

TFS FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

__________________________



United States of America		52-2054948
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7007 Broadway Avenue Cleveland, Ohio		44105
(Address of Principal Executive Offices)		(Zip Code)

(216) 441-6000

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report)

__________________________

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	x		Accelerated filer	¨

Non-accelerated filer	¨	(do not check if a smaller reporting company)	Smaller Reporting Company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of the latest practicable date.

As of May 3, 2016, there were 286,887,436 shares of the Registrant’s common stock, par value $0.01 per share, outstanding, of which 227,119,132 shares, or 79.2% of the Registrant’s common stock, were held by Third Federal Savings and Loan Association of Cleveland, MHC, the Registrant’s mutual holding company.

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TFS Financial Corporation

INDEX



		Page

	Glossary of Terms	3

PART l – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Consolidated Statements of Condition March 31, 2016 and September 30, 2015	4

	Consolidated Statements of Income Three and six months ended March 31, 2016 and 2015	5

	Consolidated Statements of Comprehensive Income Three and six months ended March 31, 2016 and 2015	6

	Consolidated Statements of Shareholders’ Equity Six months ended March 31, 2016 and 2015	7

	Consolidated Statements of Cash Flows Six months ended March 31, 2016 and 2015	8

	Notes to Unaudited Interim Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	68

Item 4.	Controls and Procedures	72

Part II — OTHER INFORMATION

Item 1.	Legal Proceedings	72

Item 1A.	Risk Factors	72

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72

Item 3.	Defaults Upon Senior Securities	73

Item 4.	Mine Safety Disclosures	73

Item 5.	Other Information	73

Item 6.	Exhibits	73

SIGNATURES		74

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GLOSSARY OF TERMS

TFS Financial Corporation provides the following list of acronyms and defined terms as a tool for the reader. The acronyms and defined terms identified below are used throughout the document.



AOCI: Accumulated Other Comprehensive Income	FRS: Board of Governors of the Federal Reserve System
ARM: Adjustable Rate Mortgage	GAAP: Generally Accepted Accounting Principles
ASC: Accounting Standards Codification	GVA: General Valuation Allowances
ASU: Accounting Standards Update	HARP: Home Affordable Refinance Program
Association: Third Federal Savings and Loan	HPI: Home Price Index
Association of Cleveland	IRR: Interest Rate Risk
BAAS: OCC Bank Accounting Advisory Series	IRS: Internal Revenue Service
BOLI: Bank Owned Life Insurance	IVA: Individual Valuation Allowance
CDs: Certificates of Deposit	LIHTC: Low Income Housing Tax Credit
CFPB: Consumer Financial Protection Bureau	LIP: Loans-in-Process
CLTV: Combined Loan-to-Value	LTV: Loan-to-Value
Company: TFS Financial Corporation and its	MGIC: Mortgage Guaranty Insurance Corporation
subsidiaries	NOW: Negotiable Order of Withdrawal
DFA: Dodd-Frank Wall Street Reform and Consumer	OCC: Office of the Comptroller of the Currency
Protection Act	OCI: Other Comprehensive Income
DIF: Depository Insurance Fund	PMI: Private Mortgage Insurance
EaR: Earnings at Risk	PMIC: PMI Mortgage Insurance Co.
EPS: Earnings per Share	QTL: Qualified Thrift Lender
ESOP: Third Federal Employee (Associate) Stock	REMICs: Real Estate Mortgage Investment Conduits
Ownership Plan	REIT: Real Estate Investment Trust
EVE: Economic Value of Equity	SVA: Specific Valuation Allowance
FASB: Financial Accounting Standards Board	SEC: United States Securities and Exchange
FDIC: Federal Deposit Insurance Corporation	Commission
FHFA: Federal Housing Finance Agency	TDR: Troubled Debt Restructuring
FHLB: Federal Home Loan Bank	Third Federal Savings, MHC: Third Federal Savings
Fannie Mae: Federal National Mortgage Association	and Loan Association of Cleveland, MHC
FRB-Cleveland: Federal Reserve Bank of Cleveland

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Item 1. Financial Statements

TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION (unaudited)

(In thousands, except share data)



	March 31, 2016			September 30, 2015
ASSETS
Cash and due from banks	$	29,418		$	22,428
Interest-earning cash equivalents	129,864			132,941
Cash and cash equivalents	159,282			155,369
Investment securities available for sale (amortized cost $567,045 and $582,091, respectively)	568,918			585,053
Mortgage loans held for sale, at lower of cost or market (none measured at fair value)	1,285			116
Loans held for investment, net:
Mortgage loans	11,345,372			11,245,557
Other consumer loans	3,200			3,468
Deferred loan expenses, net	14,547			10,112
Allowance for loan losses	(68,307		)	(71,554		)
Loans, net	11,294,812			11,187,583
Mortgage loan servicing rights, net	9,475			9,988
Federal Home Loan Bank stock, at cost	69,470			69,470
Real estate owned	11,339			17,492
Premises, equipment, and software, net	59,968			57,187
Accrued interest receivable	32,560			32,490
Bank owned life insurance contracts	196,973			195,861
Other assets	62,483			58,277
TOTAL ASSETS	$	12,466,565		$	12,368,886
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits	$	8,317,813		$	8,285,858
Borrowed funds	2,283,375			2,168,627
Borrowers’ advances for insurance and taxes	76,911			86,292
Principal, interest, and related escrow owed on loans serviced	50,518			49,493
Accrued expenses and other liabilities	47,541			49,246
Total liabilities	10,776,158			10,639,516
Commitments and contingent liabilities
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued and outstanding	—			—
Common stock, $0.01 par value, 700,000,000 shares authorized; 332,318,750 shares issued; 287,447,243 and 290,882,379 outstanding at March 31, 2016 and September 30, 2015, respectively	3,323			3,323
Paid-in capital	1,712,384			1,707,629
Treasury stock, at cost; 44,871,507 and 41,436,371 shares at March 31, 2016 and September 30, 2015, respectively	(618,359		)	(548,557		)
Unallocated ESOP shares	(59,584		)	(61,751		)
Retained earnings—substantially restricted	667,560			641,791
Accumulated other comprehensive loss	(14,917		)	(13,065		)
Total shareholders’ equity	1,690,407			1,729,370
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	12,466,565		$	12,368,886

See accompanying notes to unaudited interim consolidated financial statements.

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TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(In thousands, except share and per share data)



	For the Three Months Ended					For the Six Months Ended
	March 31,					March 31,
	2016			2015		2016			2015
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	93,737		$	92,040	$	186,911		$	183,875
Investment securities available for sale	2,562			2,548		5,033			5,103
Other interest and dividend earning assets	846			1,059		1,632			2,405
Total interest and dividend income	97,145			95,647		193,576			191,383
INTEREST EXPENSE:
Deposits	22,351			23,422		44,790			47,898
Borrowed funds	7,035			4,803		13,386			8,927
Total interest expense	29,386			28,225		58,176			56,825
NET INTEREST INCOME	67,759			67,422		135,400			134,558
PROVISION FOR LOAN LOSSES	(1,000		)	1,000		(2,000		)	3,000
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	68,759			66,422		137,400			131,558
NON-INTEREST INCOME:
Fees and service charges, net of amortization	1,826			1,979		3,795			4,137
Net gain on the sale of loans	1,917			1,144		2,742			1,842
Increase in and death benefits from bank owned life insurance contracts	1,841			1,599		4,184			3,500
Other	1,119			1,173		2,099			2,369
Total non-interest income	6,703			5,895		12,820			11,848
NON-INTEREST EXPENSE:
Salaries and employee benefits	25,054			24,304		50,002			47,869
Marketing services	4,331			5,685		8,652			10,185
Office property, equipment and software	5,939			5,658		11,702			11,051
Federal insurance premium and assessments	2,994			2,888		5,823			5,349
State franchise tax	1,444			1,548		2,892			2,951
Real estate owned expense, net	1,713			2,635		3,874			5,335
Other operating expenses	4,866			6,111		11,029			12,062
Total non-interest expense	46,341			48,829		93,974			94,802
INCOME BEFORE INCOME TAXES	29,121			23,488		56,246			48,604
INCOME TAX EXPENSE	9,845			7,822		19,119			16,294
NET INCOME	$	19,276		$	15,666	$	37,127		$	32,310
Earnings per share—basic and diluted	$	0.07		$	0.05	$	0.13		$	0.11
Weighted average shares outstanding
Basic	282,314,098			291,377,147		283,078,539			292,600,384
Diluted	284,486,177			293,342,875		285,412,438			294,744,776

See accompanying notes to unaudited interim consolidated financial statements.

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TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(In thousands)



	For the Three Months Ended					For the Six Months Ended
	March 31,					March 31,
	2016			2015		2016			2015
Net income	$	19,276		$	15,666	$	37,127		$	32,310
Other comprehensive income (loss), net of tax:
Net change in unrealized gain (loss) on securities available for sale	4,544			3,868		(708		)	4,301
Net change in cash flow hedges	(1,700		)	—		(1,645		)	—
Change in pension obligation	251			123		501			247
Total other comprehensive income (loss)	3,095			3,991		(1,852		)	4,548
Total comprehensive income	$	22,371		$	19,657	$	35,275		$	36,858

See accompanying notes to unaudited interim consolidated financial statements.

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TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited)

(In thousands, except share and per share data)



	Common stock		Paid-in capital			Treasury stock			Unallocated common stock held by ESOP			Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders’ equity
Balance at September 30, 2014	$	3,323	$	1,702,441		$	(379,109	)	$	(66,084	)	$	589,678		$	(10,792	)	$	1,839,457
Net income	—		—			—			—			32,310			—			32,310
Other comprehensive income, net of tax	—		—			—			—			—			4,548			4,548
ESOP shares allocated or committed to be released	—		988			—			2,166			—			—			3,154
Compensation costs for stock-based plans	—		3,854			—			—			—			—			3,854
Excess tax effect from stock-based compensation	—		1,095			—			—			—			—			1,095
Purchase of treasury stock (5,622,500 shares)	—		—			(82,042		)	—			—			—			(82,042		)
Treasury stock allocated to restricted stock plan	—		(4,587		)	3,290			—			(1,399		)	—			(2,696		)
Dividends paid to common shareholders ($0.14 per common share)	—		—			—			—			(9,254		)	—			(9,254		)
Balance at March 31, 2015	$	3,323	$	1,703,791		$	(457,861	)	$	(63,918	)	$	611,335		$	(6,244	)	$	1,790,426

Balance at September 30, 2015	$	3,323	$	1,707,629		$	(548,557	)	$	(61,751	)	$	641,791		$	(13,065	)	$	1,729,370
Net income	—		—			—			—			37,127			—			37,127
Other comprehensive loss, net of tax	—		—			—			—			—			(1,852		)	(1,852		)
ESOP shares allocated or committed to be released	—		1,671			—			2,167			—			—			3,838
Compensation costs for stock-based plans	—		3,500			—			—			—			—			3,500
Excess tax effect from stock-based compensation	—		2,006			—			—			—			—			2,006
Purchase of treasury stock (3,780,000 shares)	—		—			(67,040		)	—			—			—			(67,040		)
Treasury stock allocated to restricted stock plan	—		(2,422		)	(2,762		)	—			—			—			(5,184		)
Dividends paid to common shareholders ($0.20 per common share)	—		—			—			—			(11,358		)	—			(11,358		)
Balance at March 31, 2016	$	3,323	$	1,712,384		$	(618,359	)	$	(59,584	)	$	667,560		$	(14,917	)	$	1,690,407

See accompanying notes to unaudited interim consolidated financial statements.

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TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands)



	For the Six Months Ended
	March 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	37,127		$	32,310
Adjustments to reconcile net income to net cash provided by operating activities:
ESOP and stock-based compensation expense	7,338			7,008
Depreciation and amortization	8,845			7,874
Deferred income tax expense	20			—
Provision for loan losses	(2,000		)	3,000
Net gain on the sale of loans	(2,742		)	(1,842		)
Other net losses	774			1,618
Principal repayments on and proceeds from sales of loans held for sale	7,640			11,083
Loans originated for sale	(8,647		)	(11,537		)
Increase in bank owned life insurance contracts	(1,644		)	(3,227		)
Net increase in interest receivable and other assets	(3,339		)	(526		)
Net (decrease) increase in accrued expenses and other liabilities	(3,493		)	2,431
Other	55			181
Net cash provided by operating activities	39,934			48,373
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans originated	(1,198,681		)	(1,199,858		)
Principal repayments on loans	999,657			892,238
Proceeds from principal repayments and maturities of:
Securities available for sale	71,823			69,853
Proceeds from sale of:
Loans	86,579			45,726
Real estate owned	11,926			11,907
Purchases of:
FHLB stock	—			(29,059		)
Securities available for sale	(59,523		)	(83,011		)
Premises and equipment	(5,143		)	(1,728		)
Other	542			295
Net cash used in investing activities	(92,820		)	(293,637		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits	31,955			(152,960		)
Net decrease in borrowers' advances for insurance and taxes	(9,381		)	(4,844		)
Net increase in principal and interest owed on loans serviced	1,025			5,700
Net increase in short-term borrowed funds	187,249			239,482
Proceeds from long-term borrowed funds	40,206			300,294
Repayment of long-term borrowed funds	(112,707		)	(10,662		)
Purchase of treasury shares	(67,012		)	(81,559		)
Excess tax benefit related to stock-based compensation	2,006			1,095
Acquisition of treasury shares through net settlement of stock benefit plans compensation	(5,184		)	(2,696		)
Dividends paid to common shareholders	(11,358		)	(9,254		)
Net cash provided by financing activities	56,799			284,596
NET INCREASE IN CASH AND CASH EQUIVALENTS	3,913			39,332
CASH AND CASH EQUIVALENTS—Beginning of period	155,369			181,403
CASH AND CASH EQUIVALENTS—End of period	$	159,282		$	220,735
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest on deposits	$	44,785		$	47,780
Cash paid for interest on borrowed funds	12,870			8,445
Cash paid for income taxes	17,577			9,279
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Transfer of loans to real estate owned	6,481			12,110
Transfer of loans from held for investment to held for sale	85,015			40,351
Treasury stock issued for stock benefit plans	2,422			5,986

See accompanying notes to unaudited interim consolidated financial statements.

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TFS FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands unless otherwise indicated)


1.	BASIS OF PRESENTATION

TFS Financial Corporation, a federally chartered stock holding company, conducts its principal activities through its wholly owned subsidiaries. The principal line of business of the Company is retail consumer banking, including mortgage lending, deposit gathering, and, to a much lesser extent, other financial services. As of March 31, 2016, approximately 79% of the Company’s outstanding shares were owned by a federally chartered mutual holding company, Third Federal Savings and Loan Association of Cleveland, MHC. The thrift subsidiary of TFS Financial Corporation is Third Federal Savings and Loan Association of Cleveland.

The accounting and reporting policies followed by the Company conform in all material respects to U.S. GAAP and to general practices in the financial services industry. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The allowance for loan losses, the valuation of mortgage loan servicing rights, the valuation of deferred tax assets, and the determination of pension obligations and stock-based compensation are particularly subject to change.

The unaudited interim consolidated financial statements were prepared without an audit and reflect all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly the consolidated financial condition of the Company at March 31, 2016, and its results of operations and cash flows for the periods presented. Such adjustments are the only adjustments reflected in the unaudited interim financial statements. In accordance with SEC Regulation S-X for interim financial information, these statements do not include certain information and footnote disclosures required for complete audited financial statements. The Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 contains consolidated financial statements and related notes, which should be read in conjunction with the accompanying interim consolidated financial statements. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2016 or for any other period.


2.	EARNINGS PER SHARE

Basic earnings per share is the amount of earnings attributable to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings attributable to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. For purposes of computing earnings per share amounts, outstanding shares include shares held by the public, shares held by the ESOP that have been allocated to participants or committed to be released for allocation to participants, the 227,119,132 shares held by Third Federal Savings, MHC, and, for purposes of computing dilutive earnings per share, stock options and restricted stock units with a dilutive impact. Unvested shares awarded pursuant to the Company's restricted stock plans are treated as participating securities in the computation of EPS pursuant to the two-class method as they contain nonforfeitable rights to dividends. The two-class method is an earnings allocation that determines EPS for each class of common stock and participating security. At March 31, 2016 and 2015, respectively, the ESOP held 5,958,421 and 6,391,761 shares that were neither allocated to participants nor committed to be released to participants.

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The following is a summary of the Company's earnings per share calculations.



	For the Three Months Ended March 31,
	2016					2015
	Income		Shares	Per share amount		Income		Shares	Per share amount
	(Dollars in thousands, except per share data)
Net income	$	19,276				$	15,666
Less: income allocated to restricted stock units	181					132
Basic earnings per share:
Income available to common shareholders	$	19,095	282,314,098	$	0.07	$	15,534	291,377,147	$	0.05
Diluted earnings per share:
Effect of dilutive potential common shares			2,172,079					1,965,728
Income available to common shareholders	$	19,095	284,486,177	$	0.07	$	15,534	293,342,875	$	0.05



	For the Six Months Ended March 31,
	2016					2015
	Income		Shares	Per share amount		Income		Shares	Per share amount
	(Dollars in thousands, except per share data)
Net income	$	37,127				$	32,310
Less: income allocated to restricted stock units	361					279
Basic earnings per share:
Income available to common shareholders	$	36,766	283,078,539	$	0.13	$	32,031	292,600,384	$	0.11
Diluted earnings per share:
Effect of dilutive potential common shares			2,333,899					2,144,392
Income available to common shareholders	$	36,766	285,412,438	$	0.13	$	32,031	294,744,776	$	0.11

The following is a summary of outstanding stock options and restricted stock units that are excluded from the computation of diluted earnings per share because their inclusion would be anti-dilutive.



	For the Three Months Ended March 31,		For the Six Months Ended March 31,
	2016	2015	2016	2015
Options to purchase shares	826,700	959,700	393,500	959,700
Restricted stock units	13,500	—	—	—


3.	INVESTMENT SECURITIES

Investments available for sale are summarized as follows:



	March 31, 2016
	Amortized Cost		Gross Unrealized					Fair Value
	Amortized Cost		Gains		Losses			Fair Value
REMICs	$	557,455	$	2,203	$	(1,044	)	$	558,614
Fannie Mae certificates	9,590		714		—			10,304
Total	$	567,045	$	2,917	$	(1,044	)	$	568,918

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	September 30, 2015
	Amortized Cost		Gross Unrealized					Fair Value
	Amortized Cost		Gains		Losses			Fair Value
U.S. government and agency obligations	$	2,000	$	2	$	—		$	2,002
REMICs	570,194		3,135		(878		)	572,451
Fannie Mae certificates	9,897		703		—			10,600
Total	$	582,091	$	3,840	$	(878	)	$	585,053

Gross unrealized losses and the estimated fair value of REMICs, aggregated by the length of time the securities have been in a continuous loss position, at March 31, 2016 and September 30, 2015, were as follows:



	March 31, 2016
	Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
Available for sale—
REMICs	$	134,607	$	354	$	100,057	$	690	$	234,664	$	1,044



	September 30, 2015
	Less Than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
Available for sale—
REMICs	$	86,754	$	299	$	80,639	$	579	$	167,393	$	878

The unrealized losses on investment securities were attributable to interest rate increases. The contractual terms of U.S. government and agency obligations do not permit the issuer to settle the security at a price less than the par value of the investment. The contractual cash flows of mortgage-backed securities are guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae. REMICs are issued by or backed by securities issued by these governmental agencies. It is expected that the securities would not be settled at a price substantially less than the amortized cost of the investment. The U.S. Treasury Department established financing agreements in 2008 to ensure Fannie Mae and Freddie Mac meet their obligations to holders of mortgage-backed securities that they have issued or guaranteed.

Since the decline in value is attributable to changes in interest rates and not credit quality and because the Association has neither the intent to sell the securities nor is it more likely than not the Association will be required to sell the securities for the time periods necessary to recover the amortized cost, these investments are not considered other-than-temporarily impaired. At March 31, 2016, the Association did not have U.S. government and agency obligations available for sale. At September 30, 2015, the amortized cost and fair value of U.S. government and agency obligations, then categorized as due within one year, were $2,000 and $2,002, respectively.

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4.	LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans held for investment consist of the following:



	March 31, 2016			September 30, 2015
Real estate loans:
Residential Core	$	9,619,896		$	9,462,939
Residential Home Today	128,373			135,746
Home equity loans and lines of credit	1,571,945			1,625,239
Construction	52,883			55,421
Real estate loans	11,373,097			11,279,345
Other consumer loans	3,200			3,468
Add (deduct):
Deferred loan expenses, net	14,547			10,112
Loans in process	(27,725		)	(33,788		)
Allowance for loan losses	(68,307		)	(71,554		)
Loans held for investment, net	$	11,294,812		$	11,187,583

At March 31, 2016 and September 30, 2015, respectively, $1,285 and $116 of loans were classified as mortgage loans held for sale.

A large concentration of the Company’s lending is in Ohio and Florida. As of March 31, 2016 and September 30, 2015, the percentage of total Residential Core and Home Today loans held in Ohio were 61% and 63%, respectively, and the percentage held in Florida was 17%, at each date. As of March 31, 2016 and September 30, 2015, home equity loans and lines of credit were concentrated in Ohio (39% at each date), Florida (25% and 26%, respectively), and California (14% and 13%, respectively). Although somewhat dissipating during the last two years, the lingering effects of the adverse economic conditions and market for real estate in Ohio and Florida that arose in connection with the financial crisis of 2008, continue to unfavorably impact the ability of borrowers in those areas to repay their loans.

Home Today began as an affordable housing program targeted to benefit low- and moderate-income home buyers. Through this program the Association provided the majority of loans to borrowers who would not otherwise qualify for the Association’s loan products, generally because of low credit scores. Although the credit profiles of borrowers in the Home Today program might be described as sub-prime, Home Today loans generally contain the same features as loans offered to our Core borrowers. Borrowers with a Home Today loan complete financial management education and counseling and were referred to the Association by a sponsoring organization with which the Association partnered as part of the program. Because the Association applied less stringent underwriting and credit standards to the majority of Home Today loans, loans originated under the program have greater credit risk than its traditional residential real estate mortgage loans. Effective March 27, 2009, the Home Today underwriting guidelines were changed to be substantially the same as the Association’s traditional first mortgage product and the program focused on financial education and down payment assistance. The majority of loans in this program were originated prior to that date. As of March 31, 2016 and September 30, 2015, the principal balance of Home Today loans originated prior to March 27, 2009 was $125,265 and $132,762, respectively. The Association does not offer, and has not offered, loan products frequently considered to be designed to target sub-prime borrowers containing features such as higher fees or higher rates, negative amortization, a loan-to-value ratio greater than 100%, or pay option adjustable-rate mortgages.

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An age analysis of the recorded investment in loan receivables that are past due at March 31, 2016 and September 30, 2015 is summarized in the following tables. When a loan is more than one month past due on its scheduled payments, the loan is considered 30 days or more past due. Balances are adjusted for deferred loan fees or expenses and any applicable loans-in-process.



	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total
March 31, 2016
Real estate loans:
Residential Core	$	6,874	$	3,286	$	19,585	$	29,745	$	9,596,597	$	9,626,342
Residential Home Today	3,179		2,290		8,200		13,669		113,080		126,749
Home equity loans and lines of credit	4,499		1,430		6,221		12,150		1,569,764		1,581,914
Construction	—		—		—		—		24,914		24,914
Total real estate loans	14,552		7,006		34,006		55,564		11,304,355		11,359,919
Other consumer loans	—		—		—		—		3,200		3,200
Total	$	14,552	$	7,006	$	34,006	$	55,564	$	11,307,555	$	11,363,119



	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total
September 30, 2015
Real estate loans:
Residential Core	8,242		$	4,323	$	23,306	$	35,871	$	9,430,189	$	9,466,060
Residential Home Today	5,866		2,507		9,068		17,441		116,535		133,976
Home equity loans and lines of credit	5,012		1,162		5,575		11,749		1,622,683		1,634,432
Construction	—		—		427		427		20,774		21,201
Total real estate loans	19,120		7,992		38,376		65,488		11,190,181		11,255,669
Other consumer loans	—		—		—		—		3,468		3,468
Total	$	19,120	$	7,992	$	38,376	$	65,488	$	11,193,649	$	11,259,137

At March 31, 2016 and September 30, 2015, real estate loans include $24,876 and $28,864, respectively, of loans that were in the process of foreclosure.

The recorded investment of loan receivables in non-accrual status is summarized in the following table. Balances are adjusted for deferred loan fees or expenses.



	March 31, 2016		September 30, 2015
Real estate loans:
Residential Core	$	56,775	$	62,293
Residential Home Today	21,218		22,556
Home equity loans and lines of credit	21,196		21,514
Construction	—		427
Total non-accrual loans	$	99,189	$	106,790

Loans are placed in non-accrual status when they are contractually 90 days or more past due. Loans restructured in TDRs that were in non-accrual status prior to the restructurings remain in non-accrual status for a minimum of six months after restructuring. Additionally, home equity loans and lines of credit where the customer has a severely delinquent first mortgage loan and loans in Chapter 7 bankruptcy status where all borrowers have filed, and not reaffirmed or been dismissed, are placed in non-accrual status. At March 31, 2016 and September 30, 2015, respectively, the recorded investment in non-accrual loans includes $65,183 and $68,415 which are performing according to the terms of their agreement, of which $42,428 and $45,575 are loans in Chapter 7 bankruptcy status primarily where all borrowers have filed, and have not reaffirmed or been dismissed.

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Interest on loans in accrual status, including certain loans individually reviewed for impairment, is recognized in interest income as it accrues, on a daily basis. Accrued interest on loans in non-accrual status is reversed by a charge to interest income and income is subsequently recognized only to the extent cash payments are received. Cash payments on loans in non-accrual status are applied to the oldest scheduled, unpaid payment first. Cash payments on loans with a partial charge-off are applied fully to principal, then to recovery of the charged off amount prior to interest income being recognized. A non-accrual loan is generally returned to accrual status when contractual payments are less than 90 days past due. However, a loan may remain in non-accrual status when collectability is uncertain, such as a TDR that has not met minimum payment requirements, a loan with a partial charge-off, an equity loan or line of credit with a delinquent first mortgage greater than 90 days, or a loan in Chapter 7 bankruptcy status where all borrowers have filed, and have not reaffirmed or been dismissed. The number of days past due is determined by the number of scheduled payments that remain unpaid, assuming a period of 30 days between each scheduled payment.

The recorded investment in loan receivables at March 31, 2016 and September 30, 2015 is summarized in the following table. The table provides details of the recorded balances according to the method of evaluation used for determining the allowance for loan losses, distinguishing between determinations made by evaluating individual loans and determinations made by evaluating groups of loans not individually evaluated. Balances of recorded investments are adjusted for deferred loan fees or expenses and any applicable loans-in-process.



	March 31, 2016						September 30, 2015
	Individually		Collectively		Total		Individually		Collectively		Total
Real estate loans:
Residential Core	$	113,148	$	9,513,194	$	9,626,342	$	119,588	$	9,346,472	$	9,466,060
Residential Home Today	54,410		72,339		126,749		58,046		75,930		133,976
Home equity loans and lines of credit	33,466		1,548,448		1,581,914		34,112		1,600,320		1,634,432
Construction	—		24,914		24,914		426		20,775		21,201
Total real estate loans	201,024		11,158,895		11,359,919		212,172		11,043,497		11,255,669
Other consumer loans	—		3,200		3,200		—		3,468		3,468
Total	$	201,024	$	11,162,095	$	11,363,119	$	212,172	$	11,046,965	$	11,259,137

An analysis of the allowance for loan losses at March 31, 2016 and September 30, 2015 is summarized in the following table. The analysis provides details of the allowance for loan losses according to the method of evaluation, distinguishing between allowances for loan losses determined by evaluating individual loans and allowances for loan losses determined by evaluating groups of loans collectively.



	March 31, 2016						September 30, 2015
	Individually		Collectively		Total		Individually		Collectively		Total
Real estate loans:
Residential Core	$	9,712	$	8,898	$	18,610	$	9,354	$	13,242	$	22,596
Residential Home Today	4,072		5,689		9,761		4,166		5,831		9,997
Home equity loans and lines of credit	539		39,386		39,925		772		38,154		38,926
Construction	—		11		11		26		9		35
Total	$	14,323	$	53,984	$	68,307	$	14,318	$	57,236	71,554

At March 31, 2016 and September 30, 2015, individually evaluated loans that required an allowance were comprised only of loans evaluated for impairment based on the present value of cash flows, such as performing TDRs, and loans with a further deterioration in the fair value of collateral not yet identified as uncollectible. All other individually evaluated loans received a charge-off, if applicable.

Because many variables are considered in determining the appropriate level of general valuation allowances, directional changes in individual considerations do not always align with the directional change in the balance of a particular component of the general valuation allowance. At March 31, 2016 and September 30, 2015, respectively, allowances on individually reviewed loans evaluated for impairment based on the present value of cash flows, such as performing TDRs, were $14,323 and $14,117.

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Residential Core mortgage loans represent the largest portion of the residential real estate portfolio. The Company believes overall credit risk is low based on the nature, composition, collateral, products, lien position and performance of the portfolio. The portfolio does not include loan types or structures that have historically experienced severe performance problems at other financial institutions (sub-prime, no documentation or pay option adjustable rate mortgages).

As described earlier in this footnote, Home Today loans have greater credit risk than traditional residential real estate mortgage loans. At March 31, 2016 and September 30, 2015, respectively, approximately 29% and 34% of Home Today loans include private mortgage insurance coverage. The majority of the coverage on these loans was provided by PMI Mortgage Insurance Co., which was seized by the Arizona Department of Insurance and currently pays all claim payments at 70%. Appropriate adjustments have been made to the Association’s affected valuation allowances and charge-offs, and estimated loss severity factors were adjusted accordingly for loans evaluated collectively. The amount of loans in the Association's owned portfolio covered by mortgage insurance provided by PMIC as of March 31, 2016 and September 30, 2015, respectively, was $110,242 and $132,857 of which $102,006 and $122,025 was current. The amount of loans in the Association's owned portfolio covered by mortgage insurance provided by Mortgage Guaranty Insurance Corporation as of March 31, 2016 and September 30, 2015, respectively, was $49,602 and $56,898 of which $49,090 and $56,295 was current. As of March 31, 2016, MGIC's long-term debt rating, as published by the major credit rating agencies, did not meet the requirements to qualify as "high credit quality"; however, MGIC continues to make claims payments in accordance with its contractual obligations and the Association has not increased its estimated loss severity factors related to MGIC's claim paying ability. No other loans were covered by mortgage insurers that were deferring claim payments or which were assessed as being non-investment grade.

Home equity loans and lines of credit represent a significant portion of the residential real estate portfolio, primarily comprised of home equity lines of credit. The state of the economy and low housing prices continue to have an adverse impact on a portion of this portfolio since the home equity lines generally are in a second lien position. Post-origination deterioration in economic and housing market conditions may also impact a borrower's ability to afford the higher payments required during the end of draw repayment period that follows the period of interest only payments on home equity lines of credit originated prior to 2012 or the ability to secure alternative financing. Beginning in February 2013, the terms on new home equity lines of credit included monthly principal and interest payments throughout the entire term to minimize the potential payment differential between the during draw and after draw periods.

The Association originates construction loans to individuals for the construction of their personal single-family residence by a qualified builder (construction/permanent loans). The Association’s construction/permanent loans generally provide for disbursements to the builder or sub-contractors during the construction phase as work progresses. During the construction phase, the borrower only pays interest on the drawn balance. Upon completion of construction, the loan converts to a permanent amortizing loan without the expense of a second closing. The Association offers construction/permanent loans with fixed or adjustable rates, and a current maximum loan-to-completed-appraised value ratio of 85%.

Other consumer loans are comprised of loans secured by certificate of deposit accounts, which are fully recoverable in the event of non-payment.

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The recorded investment and the unpaid principal balance of impaired loans, including those reported as TDRs, as of March 31, 2016 and September 30, 2015 are summarized as follows. Balances of recorded investments are adjusted for deferred loan fees or expenses.



	March 31, 2016						September 30, 2015
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related IVA recorded:
Residential Core	$	56,791	$	75,832	$	—	$	62,177	$	80,622	$	—
Residential Home Today	21,209		47,219		—		23,038		50,256		—
Home equity loans and lines of credit	20,946		30,516		—		23,046		32,312		—
Construction	—		—		—		—		—		—
Total	$	98,946	$	153,567	$	—	$	108,261	$	163,190	$	—
With an IVA recorded:
Residential Core	$	56,357	$	57,118	$	9,712	$	57,411	$	58,224	$	9,354
Residential Home Today	33,201		33,626		4,072		35,008		35,479		4,166
Home equity loans and lines of credit	12,520		12,533		539		11,066		11,034		772
Construction	—		—		—		426		572		26
Total	$	102,078	$	103,277	$	14,323	$	103,911	$	105,309	$	14,318
Total impaired loans:
Residential Core	$	113,148	$	132,950	$	9,712	$	119,588	$	138,846	$	9,354
Residential Home Today	54,410		80,845		4,072		58,046		85,735		4,166
Home equity loans and lines of credit	33,466		43,049		539		34,112		43,346		772
Construction	—		—		—		426		572		26
Total	$	201,024	$	256,844	$	14,323	$	212,172	$	268,499	$	14,318

At March 31, 2016 and September 30, 2015, respectively, the recorded investment in impaired loans includes $174,981 and $178,259 of loans restructured in TDRs of which $14,959 and $14,971 were 90 days or more past due.

For all classes of loans, a loan is considered impaired when, based on current information and events, it is probable that the Association will be unable to collect the scheduled payments of principal and interest according to the contractual terms of the loan agreement. Factors considered in determining that a loan is impaired may include the deteriorating financial condition of the borrower indicated by missed or delinquent payments, a pending legal action, such as bankruptcy or foreclosure, or the absence of adequate security for the loan.

Charge-offs on residential mortgage loans, home equity loans and lines of credit, and construction loans are recognized when triggering events, such as foreclosure actions, short sales, or deeds accepted in lieu of repayment, result in less than full repayment of the recorded investment in the loans.

Partial or full charge-offs are also recognized for the amount of impairment on loans considered collateral dependent that meet the conditions described below.


•	For residential mortgage loans, payments are greater than 180 days delinquent;


•	For home equity lines of credit, equity loans, and residential loans restructured in a TDR, payments are greater than 90 days delinquent;


•	For all classes of loans, a sheriff sale is scheduled within 60 days to sell the collateral securing the loan;


•	For all classes of loans, all borrowers have been discharged of their obligation through a Chapter 7 bankruptcy;


•	For all classes of loans, within 60 days of notification, all borrowers obligated on the loan have filed Chapter 7 bankruptcy and have not reaffirmed or been dismissed;


•	For all classes of loans, a borrower obligated on a loan has filed bankruptcy and the loan is greater than 30 days delinquent; and


•	For all classes of loans, it becomes evident that a loss is probable.

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Collateral dependent residential mortgage loans and construction loans are charged off to the extent the recorded investment in a loan, net of anticipated mortgage insurance claims, exceeds the fair value less costs to dispose of the underlying property. Management can determine the loan is uncollectible for reasons such as foreclosures exceeding a reasonable time frame and recommend a full charge-off. Home equity loans or lines of credit are charged off to the extent the recorded investment in the loan plus the balance of any senior liens exceeds the fair value less costs to dispose of the underlying property or management determines the collateral is not sufficient to satisfy the loan. A loan in any portfolio that is identified as collateral dependent will continue to be reported as impaired until it is no longer considered collateral dependent, is less than 30 days past due and does not have a prior charge-off. A loan in any portfolio that has a partial charge-off consequent to impairment evaluation will continue to be individually evaluated for impairment until, at a minimum, the impairment has been recovered.

The following summarizes the effective dates of charge-off policies that changed or were first implemented during the current and previous four fiscal years and the portfolios to which those policies apply.



Effective Date	Policy	Portfolio(s) Affected
6/30/2014	A loan is considered collateral dependent and any collateral shortfall is charged off when, within 60 days of notification, all borrowers obligated on a loan filed Chapter 7 bankruptcy and have not reaffirmed or been dismissed (1)	All
9/30/2012	Pursuant to an OCC directive, a loan is considered collateral dependent and any collateral shortfall is charged off when all borrowers obligated on a loan are discharged through Chapter 7 bankruptcy	All
6/30/2012	Loans in any form of bankruptcy greater than 30 days past due are considered collateral dependent and any collateral shortfall is charged off	All
12/31/2011	Pursuant to an OCC directive, impairment on collateral dependent loans previously reserved for in the allowance were charged off. Charge-offs are recorded to recognize confirmed collateral shortfalls on impaired loans (2)	All

____________________________


(1)	Prior to 6/30/2014, collateral shortfalls on loans in Chapter 7 bankruptcy were charged off when all borrowers were discharged of the obligation or when the loan was 30 days or more past due.


(2)	Prior to 12/31/2011, partial charge-offs were not used, but a reserve in the allowance was established when the recorded investment in the loan exceeded the fair value of the collateral less costs to dispose. Individual loans were only charged off when a triggering event occurred, such as a foreclosure action was culminated, a short sale was approved, or a deed was accepted in lieu of repayment.

Loans restructured in TDRs that are not evaluated based on collateral are separately evaluated for impairment on a loan by loan basis at the time of restructuring and at each subsequent reporting date for as long as they are reported as TDRs. The impairment evaluation is based on the present value of expected future cash flows discounted at the effective interest rate of the original loan. Expected future cash flows include a discount factor representing a potential for default. Valuation allowances are recorded for the excess of the recorded investments over the result of the cash flow analysis. Loans discharged in Chapter 7 bankruptcy are reported as TDRs and also evaluated based on the present value of expected future cash flows unless evaluated based on collateral. We evaluate these loans using the expected future cash flows because we expect the borrower, not liquidation of the collateral, to be the source of repayment for the loan. Other consumer loans are not considered for restructuring. A loan restructured in a TDR is classified as an impaired loan for a minimum of one year. After one year, that loan may be reclassified out of the balance of impaired loans if the loan was restructured to yield a market rate for loans of similar credit risk at the time of restructuring and the loan is not impaired based on the terms of the restructuring agreement. No loans whose terms were restructured in TDRs were reclassified from impaired loans during the six months ended March 31, 2016 and March 31, 2015.

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The average recorded investment in impaired loans and the amount of interest income recognized during the period that the loans were impaired are summarized below.



	For the Three Months Ended March 31,
	2016				2015
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related IVA recorded:
Residential Core	$	58,238	$	277	$	70,658	$	299
Residential Home Today	20,797		65		26,886		65
Home equity loans and lines of credit	21,477		73		24,305		86
Total	$	100,512	$	415	$	121,849	$	450
With an IVA recorded:
Residential Core	$	56,169	$	568	$	58,762	$	650
Residential Home Today	33,549		423		37,262		476
Home equity loans and lines of credit	12,080		83		8,274		59
Total	$	101,798	$	1,074	$	104,298	$	1,185
Total impaired loans:
Residential Core	$	114,407	$	845	$	129,420	$	949
Residential Home Today	54,346		488		64,148		541
Home equity loans and lines of credit	33,557		156		32,579		145
Total	$	202,310	$	1,489	$	226,147	$	1,635



	For the Six Months Ended March 31,
	2016				2015
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related IVA recorded:
Residential Core	$	59,484	$	646	$	70,956	$	586
Residential Home Today	22,124		215		27,254		123
Home equity loans and lines of credit	21,996		137		25,426		158
Construction	—		—		—		—
Total	$	103,604	$	998	$	123,636	$	867
With an IVA recorded:
Residential Core	$	56,884	$	1,158	$	58,856	$	1,314
Residential Home Today	34,105		855		38,031		963
Home equity loans and lines of credit	11,793		160		8,001		126
Construction	213		—		—		—
Total	$	102,995	$	2,173	$	104,888	$	2,403
Total impaired loans: