Edgar Filing: TFS Financial CORP

For the Three Months Ended December 31,

Options to purchase shares

Restricted stock units

Document

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 December 31, 2017



¨	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, former address and former fiscal year, 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, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and "emerging growth 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	¨

Emerging Growth Company	o

If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

As of February 5, 2018, there were 280,860,417 shares of the Registrant’s common stock, par value $0.01 per share, outstanding, of which 227,119,132 shares, or 80.9% 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
	December 31, 2017 and September 30, 2017	4

	Consolidated Statements of Income
	Three Months Ended December 31, 2017 and 2016	5

	Consolidated Statements of Comprehensive Income
	Three Months Ended December 31, 2017 and 2016	6

	Consolidated Statements of Shareholders’ Equity
	Three Months Ended December 31, 2017 and 2016	7

	Consolidated Statements of Cash Flows
	Three Months Ended December 31, 2017 and 2016	8

	Notes to Unaudited Interim Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	61

Item 4.	Controls and Procedures	65

Part II — OTHER INFORMATION

Item 1.	Legal Proceedings	65

Item 1A.	Risk Factors	65

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66

Item 3.	Defaults Upon Senior Securities	66

Item 4.	Mine Safety Disclosures	66

Item 5.	Other Information	66

Item 6.	Exhibits	67

SIGNATURES		68

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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.



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

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Item 1. Financial Statements

TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION (unaudited)

(In thousands, except share data)



	December 31, 2017			September 30, 2017
ASSETS
Cash and due from banks	$	34,418		$	35,243
Interest-earning cash equivalents	289,147			232,975
Cash and cash equivalents	323,565			268,218
Investment securities available for sale (amortized cost $548,087 and $541,964, respectively)	538,991			537,479
Mortgage loans held for sale, at lower of cost or market (none measured at fair value)	1,259			351
Loans held for investment, net:
Mortgage loans	12,579,194			12,434,339
Other consumer loans	2,886			3,050
Deferred loan expenses, net	33,251			30,865
Allowance for loan losses	(45,929		)	(48,948		)
Loans, net	12,569,402			12,419,306
Mortgage loan servicing rights, net	8,168			8,375
Federal Home Loan Bank stock, at cost	92,111			89,990
Real estate owned	4,290			5,521
Premises, equipment, and software, net	63,144			60,875
Accrued interest receivable	35,622			35,479
Bank owned life insurance contracts	207,426			205,883
Other assets	43,902			61,086
TOTAL ASSETS	$	13,887,880		$	13,692,563
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits	$	8,207,351		$	8,151,625
Borrowed funds	3,758,855			3,671,377
Borrowers’ advances for insurance and taxes	95,398			100,446
Principal, interest, and related escrow owed on loans serviced	32,907			35,766
Accrued expenses and other liabilities	92,691			43,390
Total liabilities	12,187,202			12,002,604
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; 281,002,481 and 281,291,750 outstanding at December 31, 2017 and September 30, 2017, respectively	3,323			3,323
Paid-in capital	1,721,067			1,722,672
Treasury stock, at cost; 51,316,269 and 51,027,000 shares at December 31, 2017 and September 30, 2017, respectively	(741,034		)	(735,530		)
Unallocated ESOP shares	(52,001		)	(53,084		)
Retained earnings—substantially restricted	771,317			760,070
Accumulated other comprehensive loss	(1,994		)	(7,492		)
Total shareholders’ equity	1,700,678			1,689,959
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	13,887,880		$	13,692,563

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
	December 31,
	2017			2016
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	102,626		$	95,380
Investment securities available for sale	2,589			1,853
Other interest and dividend earning assets	2,014			981
Total interest and dividend income	107,229			98,214
INTEREST EXPENSE:
Deposits	22,994			22,057
Borrowed funds	14,247			7,927
Total interest expense	37,241			29,984
NET INTEREST INCOME	69,988			68,230
PROVISION (CREDIT) FOR LOAN LOSSES	(3,000		)	—
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	72,988			68,230
NON-INTEREST INCOME:
Fees and service charges, net of amortization	1,760			1,776
Net gain on the sale of loans	478			883
Increase in and death benefits from bank owned life insurance contracts	1,554			1,604
Other	1,052			1,105
Total non-interest income	4,844			5,368
NON-INTEREST EXPENSE:
Salaries and employee benefits	23,253			23,755
Marketing services	5,038			4,535
Office property, equipment and software	6,651			5,873
Federal insurance premium and assessments	2,718			2,272
State franchise tax	1,126			1,354
Real estate owned expense, net	583			1,051
Other expenses	6,407			6,422
Total non-interest expense	45,776			45,262
INCOME BEFORE INCOME TAXES	32,056			28,336
INCOME TAX EXPENSE	12,443			8,726
NET INCOME	$	19,613		$	19,610
Earnings per share—basic and diluted	$	0.07		$	0.07
Weighted average shares outstanding
Basic	275,816,329			277,925,724
Diluted	277,624,291			280,272,455

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
	December 31,
	2017			2016
Net income	$	19,613		$	19,610
Other comprehensive income (loss), net of tax:
Net change in unrealized loss on securities available for sale	(4,270		)	(6,027		)
Net change in cash flow hedges	12,585			12,620
Change in pension obligation	(2,817		)	345
Total other comprehensive income	5,498			6,938
Total comprehensive income	$	25,111		$	26,548

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, 2016	$	3,323	$	1,716,818		$	(681,569	)	$	(57,418	)	$	698,930		$	(19,626	)	$	1,660,458
Net income	—		—			—			—			19,610			—			19,610
Other comprehensive income, net of tax	—		—			—			—			—			6,938			6,938
ESOP shares allocated or committed to be released	—		913			—			1,084			—			—			1,997
Compensation costs for stock-based plans	—		1,103			—			—			(29		)	—			1,074
Purchase of treasury stock (896,000 shares)	—		—			(16,119		)	—			—			—			(16,119		)
Treasury stock allocated to restricted stock plan	—		(749		)	(1,444		)	—			—			—			(2,193		)
Dividends paid to common shareholders ($0.125 per common share)	—		—			—			—			(6,432		)	—			(6,432		)
Balance at December 31, 2016	$	3,323	$	1,718,085		$	(699,132	)	$	(56,334	)	$	712,079		$	(12,688	)	$	1,665,333

Balance at September 30, 2017	$	3,323	$	1,722,672		$	(735,530	)	$	(53,084	)	$	760,070		$	(7,492	)	$	1,689,959
Net income	—		—			—			—			19,613			—			19,613
Other comprehensive income, net of tax	—		—			—			—			42			5,498			5,540
ESOP shares allocated or committed to be released	—		567			—			1,083			—			—			1,650
Compensation costs for stock-based plans	—		878			—			—			—			—			878
Purchase of treasury stock (492,000 shares)	—		—			(7,542		)	—			—			—			(7,542		)
Treasury stock allocated to restricted stock plan	—		(3,050		)	2,038			—			—			—			(1,012		)
Dividends paid to common shareholders ($0.17 per common share)	—		—			—			—			(8,408		)	—			(8,408		)
Balance at December 31, 2017	$	3,323	$	1,721,067		$	(741,034	)	$	(52,001	)	$	771,317		$	(1,994	)	$	1,700,678

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 Three Months Ended
	December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	19,613		$	19,610
Adjustments to reconcile net income to net cash provided by operating activities:
ESOP and stock-based compensation expense	2,528			3,071
Depreciation and amortization	5,394			5,787
Deferred income taxes	4,785			13
Provision (credit) for loan losses	(3,000		)	—
Net gain on the sale of loans	(478		)	(883		)
Other net losses	69			224
Principal repayments on and proceeds from sales of loans held for sale	3,654			4,805
Loans originated for sale	(4,523		)	(8,438		)
Increase in bank owned life insurance contracts	(1,543		)	(1,607		)
Cash collateral received from derivative counterparties	16,850			17,702
Net decrease in interest receivable and other assets	4,092			6,302
Net increase in accrued expenses and other liabilities	50,577			50,570
Net cash provided by operating activities	98,018			97,156
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans originated	(780,652		)	(866,302		)
Principal repayments on loans	603,929			618,202
Proceeds from principal repayments and maturities of:
Securities available for sale	35,452			46,226
Proceeds from sale of:
Loans	26,268			67,467
Real estate owned	2,547			2,376
Purchases of:
FHLB stock	(2,121		)	(5,956		)
Securities available for sale	(42,786		)	(63,472		)
Premises and equipment	(3,802		)	(365		)
Other	(11		)	27
Net cash used in investing activities	(161,176		)	(201,797		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in deposits	55,726			(95,379		)
Net decrease in borrowers' advances for insurance and taxes	(5,048		)	(5,645		)
Net decrease in principal and interest owed on loans serviced	(2,859		)	(3,440		)
Net increase in short-term borrowed funds	165,337			349,175
Proceeds from long-term borrowed funds	88			—
Repayment of long-term borrowed funds	(77,947		)	(18,603		)
Purchase of treasury shares	(7,372		)	(17,670		)
Acquisition of treasury shares through net settlement of stock benefit plans compensation	(1,012		)	(2,193		)
Dividends paid to common shareholders	(8,408		)	(6,432		)
Net cash provided by financing activities	118,505			199,813
NET INCREASE IN CASH AND CASH EQUIVALENTS	55,347			95,172
CASH AND CASH EQUIVALENTS—Beginning of period	268,218			231,239
CASH AND CASH EQUIVALENTS—End of period	$	323,565		$	326,411
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest on deposits	$	22,268		$	22,078
Cash paid for interest on borrowed funds	12,726			6,499
Cash paid for income taxes	287			218
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Transfer of loans to real estate owned	1,293			1,403
Transfer of loans from held for investment to held for sale	26,141			66,968
Treasury stock issued for stock benefit plans	3,050			749

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 December 31, 2017, approximately 81% 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 deferred tax assets, and the determination of pension obligations 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 December 31, 2017, 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, 2017 contains audited 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, 2018 or for any other period.


2.	EARNINGS PER SHARE

Basic earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings available 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 December 31, 2017 and 2016, respectively, the ESOP held 5,200,076 and 5,633,416 shares, respectively, 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 December 31,
	2017					2016
	Income		Shares	Per share amount		Income		Shares	Per share amount
	(Dollars in thousands, except per share data)
Net income	$	19,613				$	19,610
Less: income allocated to restricted stock units	244					204
Basic earnings per share:
Income available to common shareholders	$	19,369	275,816,329	$	0.07	$	19,406	277,925,724	$	0.07
Diluted earnings per share:
Effect of dilutive potential common shares			1,807,962					2,346,731
Income available to common shareholders	$	19,369	277,624,291	$	0.07	$	19,406	280,272,455	$	0.07

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.


3.	INVESTMENT SECURITIES

Investments available for sale are summarized as follows:



	December 31, 2017
	Amortized Cost		Gross Unrealized					Fair Value
	Amortized Cost		Gains		Losses			Fair Value
REMICs	$	539,703	$	15	$	(9,439	)	$	530,279
Fannie Mae certificates	8,384		373		(45		)	8,712
Total	$	548,087	$	388	$	(9,484	)	$	538,991



	September 30, 2017
	Amortized Cost		Gross Unrealized					Fair Value
	Amortized Cost		Gains		Losses			Fair Value
REMICs	$	533,427	$	52	$	(4,943	)	$	528,536
Fannie Mae certificates	8,537		419		(13		)	8,943
Total	$	541,964	$	471	$	(4,956	)	$	537,479

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Gross unrealized losses on available for sale securities and the estimated fair value of the related securities, aggregated by the length of time the securities have been in a continuous loss position, at December 31, 2017 and September 30, 2017, were as follows:



	December 31, 2017
	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	$	214,771	$	2,929	$	307,337	$	6,510	$	522,108	$	9,439
Fannie Mae certificates	4,537		45		—		—		4,537		45
Total	$	219,308	$	2,974	$	307,337	$	6,510	$	526,645	$	9,484



	September 30, 2017
	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	$	246,113	$	1,508	$	260,837	$	3,435	$	506,950	$	4,943
Fannie Mae certificates	4,601		13		—		—		4,601		13
Total	$	250,714	$	1,521	$	260,837	$	3,435	$	511,551	$	4,956

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.


4.	LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans held for investment consist of the following:



	December 31, 2017			September 30, 2017
Real estate loans:
Residential Core	$	10,824,767		$	10,746,204
Residential Home Today	105,020			108,964
Home equity loans and lines of credit	1,625,730			1,552,315
Construction	58,837			60,956
Real estate loans	12,614,354			12,468,439
Other consumer loans	2,886			3,050
Add (deduct):
Deferred loan expenses, net	33,251			30,865
Loans in process ("LIP")	(35,160		)	(34,100		)
Allowance for loan losses	(45,929		)	(48,948		)
Loans held for investment, net	$	12,569,402		$	12,419,306

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At December 31, 2017 and September 30, 2017, respectively, $1,259 and $351 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 December 31, 2017 and September 30, 2017, the percentage of aggregate Residential Core, Home Today and Construction loans held in Ohio was 57% as of both dates and the percentage held in Florida was 16% as of both dates. As of December 31, 2017 and September 30, 2017, home equity loans and lines of credit were concentrated in Ohio (38% and 39%), Florida (22% as of both dates ), and California (13% as of both dates).

Home Today was an affordable housing program targeted to benefit low- and moderate-income home buyers and most loans under the program were originated prior to 2009. No new loans were originated under the Home Today program after September 30, 2016. 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 contained the same features as loans offered to our Residential Core borrowers. Borrowers with a Home Today loan completed 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 in the Residential Core portfolio. As of December 31, 2017 and September 30, 2017, the principal balance of Home Today loans originated prior to March 27, 2009 was $101,510 and $105,485, respectively. Since loans are no longer originated under the Home Today program, the Home Today portfolio will continue to decline in balance due to contractual amortization. To supplant the Home Today product and to continue to meet the credit needs of customers and the communities served, during fiscal 2016 the Association began to offer Fannie Mae eligible, Home Ready loans. These loans are originated in accordance with Fannie Mae's underwriting standards. While the Association retains the servicing to these loans, the loans, along with the credit risk associated therewith, are securitized/sold to Fannie Mae. 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.

An age analysis of the recorded investment in loan receivables that are past due at December 31, 2017 and September 30, 2017 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
December 31, 2017
Real estate loans:
Residential Core	$	11,919	$	6,625	$	11,966	$	30,510	$	10,808,728	$	10,839,238
Residential Home Today	2,971		1,981		6,635		11,587		92,229		103,816
Home equity loans and lines of credit	5,043		4,394		7,008		16,445		1,629,406		1,645,851
Construction	—		294		—		294		23,246		23,540
Total real estate loans	19,933		13,294		25,609		58,836		12,553,609		12,612,445
Other consumer loans	—		—		—		—		2,886		2,886
Total	$	19,933	$	13,294	$	25,609	$	58,836	$	12,556,495	$	12,615,331

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	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total
September 30, 2017
Real estate loans:
Residential Core	$	6,077	$	2,593	$	11,975	$	20,645	$	10,740,398	$	10,761,043
Residential Home Today	4,067		1,496		6,851		12,414		95,269		107,683
Home equity loans and lines of credit	4,418		1,952		5,408		11,778		1,558,273		1,570,051
Construction	—		—		—		—		26,427		26,427
Total real estate loans	14,562		6,041		24,234		44,837		12,420,367		12,465,204
Other consumer loans	—		—		—		—		3,050		3,050
Total	$	14,562	$	6,041	$	24,234	$	44,837	$	12,423,417	$	12,468,254

At December 31, 2017 and September 30, 2017, real estate loans include $13,831 and $14,736, respectively, of loans that were in the process of foreclosure.

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. Loans where the borrowers' sustained ability to repay is not fully supported at the time of modification are placed in non-accrual status for a minimum of twelve months. 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.

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



	December 31, 2017		September 30, 2017
Real estate loans:
Residential Core	$	42,343	$	43,797
Residential Home Today	16,773		18,109
Home equity loans and lines of credit	19,491		17,185
Total non-accrual loans	$	78,607	$	79,091

At December 31, 2017 and September 30, 2017, respectively, the recorded investment in non-accrual loans includes $52,998 and $54,858, which are performing according to the terms of their agreement, of which $32,637 and $34,142 are loans in Chapter 7 bankruptcy status primarily where all borrowers have filed, and have not reaffirmed or been dismissed.

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 first applied to the oldest scheduled, unpaid payment. 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 past due, 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.

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The recorded investment in loan receivables at December 31, 2017 and September 30, 2017 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.



	December 31, 2017						September 30, 2017
	Individually		Collectively		Total		Individually		Collectively		Total
Real estate loans:
Residential Core	$	92,867	$	10,746,371	$	10,839,238	$	94,747	$	10,666,296	$	10,761,043
Residential Home Today	44,956		58,860		103,816		46,641		61,042		107,683
Home equity loans and lines of credit	39,803		1,606,048		1,645,851		39,172		1,530,879		1,570,051
Construction	—		23,540		23,540		—		26,427		26,427
Total real estate loans	177,626		12,434,819		12,612,445		180,560		12,284,644		12,465,204
Other consumer loans	—		2,886		2,886		—		3,050		3,050
Total	$	177,626	$	12,437,705	$	12,615,331	$	180,560	$	12,287,694	$	12,468,254

An analysis of the allowance for loan losses at December 31, 2017 and September 30, 2017 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.



	December 31, 2017						September 30, 2017
	Individually		Collectively		Total		Individually		Collectively		Total
Real estate loans:
Residential Core	$	7,421	$	6,125	$	13,546	$	7,336	$	6,850	$	14,186
Residential Home Today	2,326		1,808		4,134		2,250		2,258		4,508
Home equity loans and lines of credit	1,674		26,571		28,245		1,475		28,774		30,249
Construction	—		4		4		—		5		5
Total	$	11,421	$	34,508	$	45,929	$	11,061	$	37,887	$	48,948

At December 31, 2017 and September 30, 2017, 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 December 31, 2017 and September 30, 2017, respectively, allowances on individually reviewed loans evaluated for impairment based on the present value of cash flows, such as performing TDRs, were $11,318 and $11,061; and allowances on loans with further deteriorations in the fair value of collateral not yet identified as uncollectible were $103 and $0.

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 December 31, 2017 and September 30, 2017, respectively, approximately 21% and 22% 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 in 2011 and currently pays all claim payments at 71.5%. 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

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Association's total owned residential portfolio covered by mortgage insurance provided by PMIC as of December 31, 2017 and September 30, 2017, respectively, was $55,099 and $61,470, of which $50,708 and $56,511 was current. The amount of loans in the Association's total owned residential portfolio covered by mortgage insurance provided by Mortgage Guaranty Insurance Corporation as of December 31, 2017 and September 30, 2017, respectively, was $26,375 and $28,946 of which $26,194 and $28,870 was current. As of December 31, 2017, 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, which are comprised primarily of home equity lines of credit, represent a significant portion of the residential real estate portfolio. Post-origination deterioration in economic and housing market conditions may 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.

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.

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The recorded investment and the unpaid principal balance of impaired loans, including those reported as TDRs, as of December 31, 2017 and September 30, 2017 are summarized as follows. Balances of recorded investments are adjusted for deferred loan fees or expenses.



	December 31, 2017						September 30, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related IVA recorded:
Residential Core	$	46,876	$	64,356	$	—	$	47,507	$	65,132	$	—
Residential Home Today	17,440		39,097		—		18,780		41,064		—
Home equity loans and lines of credit	18,817		25,921		—		18,793		25,991		—
Total	$	83,133	$	129,374	$	—	$	85,080	$	132,187	$	—
With an IVA recorded:
Residential Core	$	45,991	$	46,470	$	7,421	$	47,240	$	47,747	$	7,336
Residential Home Today	27,516		27,848		2,326		27,861		28,210		2,250
Home equity loans and lines of credit	20,986		20,996		1,674		20,379		20,389		1,475
Total	$	94,493	$	95,314	$	11,421	$	95,480	$	96,346	$	11,061
Total impaired loans:
Residential Core	$	92,867	$	110,826	$	7,421	$	94,747	$	112,879	$	7,336
Residential Home Today	44,956		66,945		2,326		46,641		69,274		2,250
Home equity loans and lines of credit	39,803		46,917		1,674		39,172		46,380		1,475
Total	$	177,626	$	224,688	$	11,421	$	180,560	$	228,533	$	11,061

At December 31, 2017 and September 30, 2017, respectively, the recorded investment in impaired loans includes $158,256 and $162,020 of loans restructured in TDRs of which $11,824 and $11,884 were 90 days or more past due.

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 December 31,
	2017				2016
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related IVA recorded:
Residential Core	$	47,192	$	386	$	52,600	$	311
Residential Home Today	18,110		116		19,927		107
Home equity loans and lines of credit	18,805		74		20,214		67
Construction	—		—		—		—
Total	$	84,107	$	576	$	92,741	$	485
With an IVA recorded:
Residential Core	$	46,616	$	420	$	53,145	$	510
Residential Home Today	27,689		336		30,810		377
Home equity loans and lines of credit	20,683		131		16,087		478
Construction	—		—		—		—
Total	$	94,988	$	887	$	100,042	$	1,365
Total impaired loans:
Residential Core	$	93,808	$	806	$	105,745	$	821
Residential Home Today	45,799		452		50,737		484
Home equity loans and lines of credit	39,488		205		36,301		545
Construction	—		—		—		—
Total	$	179,095	$	1,463	$	192,783	$	1,850

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Interest on loans in non-accrual status is recognized on a cash basis. The amount of interest income on impaired loans recognized using a cash basis method was $413 for the three months ended December 31, 2017 and $356 for the three months ended December 31, 2016. 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. Interest income on the remaining impaired loans is recognized on an accrual basis.

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 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.

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 is a summary of any charge-off policy that was changed or first implemented during the current and previous four fiscal years, the effective date and the portfolios to which the policy applies.



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

____________________________

(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.

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

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loans whose terms were restructured in TDRs were reclassified from impaired loans during the three months ended December 31, 2017 and December 31, 2016.

The recorded investment in TDRs by type of concession as of December 31, 2017 and September 30, 2017 is shown in the tables below.



December 31, 2017	Reduction in Interest Rates		Payment Extensions		Forbearance or Other Actions		Multiple Concessions		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	11,029	$	398	$	9,342	$	19,453	$	20,218	$	22,727	$	83,167
Residential Home Today	4,796		—		5,092		10,331		18,420		4,257		42,896
Home equity loans and lines of credit	103		5,889		1,171		15,530		1,624		7,876		32,193
Total	$	15,928	$	6,287	$	15,605	$	45,314	$	40,262	$	34,860	$	158,256



September 30, 2017	Reduction in Interest Rates		Payment Extensions		Forbearance or Other Actions		Multiple Concessions		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	12,485	$	521	$	8,176	$	21,278	$	20,459	$	23,670	$	86,589
Residential Home Today	5,441		—		4,811		10,538		18,877		4,337		44,004
Home equity loans and lines of credit	106		6,033		373		14,661		1,471		8,783		31,427
Total	$	18,032	$	6,554	$	13,360	$	46,477	$	40,807	$	36,790	$	162,020

TDRs may be restructured more than once. Among other requirements, a subsequent restructuring may be available for a borrower upon the expiration of temporary restructuring terms if the borrower cannot return to regular loan payments. If the borrower is experiencing an income curtailment that temporarily has reduced his/her capacity to repay, such as loss of employment, reduction of hours, non-paid leave or short term disability, a temporary restructuring is considered. If the borrower lacks the capacity to repay the loan at the current terms due to a permanent condition, a permanent restructuring is considered. In evaluating the need for a subsequent restructuring, the borrower’s ability to repay is generally assessed utilizing a debt to income and cash flow analysis. As the economy has improved, the need for multiple restructurings has begun to abate. Loans discharged in Chapter 7 bankruptcy are classified as multiple restructurings if the loan's original terms had also been restructured by the Association.

For all loans restructured during the three months ended December 31, 2017 and December 31, 2016 (set forth in the tables below), the pre-restructured outstanding recorded investment was not materially different from the post-restructured outstanding recorded investment.

The following tables set forth the recorded investment in TDRs restructured during the periods presented, according to the types of concessions granted.



	For the Three Months Ended December 31, 2017
	Reduction in Interest Rates		Payment Extensions		Forbearance or Other Actions		Multiple Concessions		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	164	$	—	$	615	$	556	$	1,196	$	663	$	3,194
Residential Home Today	—		—		159		93		835		241		1,328
Home equity loans and lines of credit	—		243		—		1,673		191		90		2,197
Total	$	164	$	243	$	774	$	2,322	$	2,222	$	994	$	6,719

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	For the Three Months Ended December 31, 2016
	Reduction in Interest Rates		Payment Extensions		Forbearance or Other Actions		Multiple Concessions		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	—	$	—	$	218	$	479	$	835	$	347	$	1,879
Residential Home Today	69		—		73		236		431		262		1,071
Home equity loans and lines of credit	—		135		—		2,180		190		330		2,835
Total	$	69	$	135	$	291	$	2,895	$	1,456	$	939	$	5,785

Below summarizes the information on TDRs restructured within the previous 12 months of the period presented for which there was a subsequent payment default, at least 30 days past due on one scheduled payment, during the period presented.



	For the Three Months Ended December 31,
	2017			2016
TDRs Within the Previous 12 Months That Subsequently Defaulted	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
Residential Core	16	$	977	24	$