UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the Quarterly Period Ended ~~December 31, 2019~~June 30, 2020



☐			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.)

~~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~~) (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)

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol(s)

Name of each exchange in which registered

Common Stock, par value $0.01 per share

TFSL

The NASDAQ Stock Market, LLC

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 every Interactive Data File required to be submitted 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 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.

Large accelerated filer

Accelerated filer

~~Large accelerated filer~~

~~Accelerated filer~~

Non-accelerated filer

Smaller Reporting Company

☐

Emerging Growth Company

☐

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 4,~~August 5, 2020, there were ~~280,129,198~~280,149,431 shares of the Registrant’s common stock, par value $0.01 per share, outstanding, of which 227,119,132 shares, or 81.1% of the Registrant’s common stock, were held by Third Federal Savings and Loan Association of Cleveland, MHC, the Registrant’s mutual holding company.

Table of Contents

TFS Financial Corporation

INDEX


				Page

		Glossary of Terms		3

PART l – FINANCIAL INFORMATION

			~~Page~~

Item 1.	~~Glossary of Terms~~		3

~~PART l – FINANCIAL INFORMATION~~

~~Item 1.~~	Financial Statements (unaudited)

		Consolidated Statements of Condition
		~~December 31, 2019~~June 30, 2020 and September 30, 2019		4

		Consolidated Statements of Income
		Three and Nine Months Ended ~~December 31,~~June 30, 2020 and 2019 ~~and 2018~~		5

		Consolidated Statements of Comprehensive Income
		Three and Nine Months Ended ~~December 31,~~June 30, 2020 and 2019 ~~and 2018~~		6

		Consolidated Statements of Shareholders’ Equity
		Three and Nine Months Ended ~~December 31,~~June 30, 2020 and 2019 ~~and 2018~~		7

		Consolidated Statements of Cash Flows
		~~Three Months~~Nine Months Ended ~~December 31,~~June 30, 2020 and 2019 ~~and 2018~~		89

		Notes to Unaudited Interim Consolidated Financial Statements		910

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		3539

Item 3.		Quantitative and Qualitative Disclosures about Market Risk		6170

Item 4.		Controls and Procedures		6574

Part II — OTHER INFORMATION

Item 1.		Legal Proceedings		6574

Item 1A.		Risk Factors		6574

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		6575

Item 3.		Defaults Upon Senior Securities		6676

Item 4.		Mine Safety Disclosures		6676

Item 5.		Other Information		6676

Item 6.		Exhibits		6676

SIGNATURES					6777

Table of Contents

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

Table of Contents

Item 1. Financial Statements

TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION (unaudited)

(In thousands, except share data)


	December 31, 2019			September 30, 2019				June 30, 2020		September 30, 2019
ASSETS							ASSETS
Cash and due from banks	$	25,935		$	31,728		Cash and due from banks	$	32,777	$	31,728
Other interest-earning cash equivalents	255,291			243,415			Other interest-earning cash equivalents	296,502		243,415
Cash and cash equivalents	281,226			275,143			Cash and cash equivalents	329,279		275,143
Investment securities available for sale (amortized cost $553,039 and $550,605, respectively)	553,997			547,864
Mortgage loans held for sale, at lower of cost or market (none measured at fair value)	9,608			3,666
Investment securities available for sale (amortized cost $506,734 and $550,605, respectively)							Investment securities available for sale (amortized cost $506,734 and $550,605, respectively)	514,330		547,864

Mortgage loans held for sale ($45,231 and $0 measured at fair value, respectively)							Mortgage loans held for sale ($45,231 and $0 measured at fair value, respectively)	51,139		3,666
Loans held for investment, net:							Loans held for investment, net:
Mortgage loans	13,458,379			13,189,516			Mortgage loans	13,373,506		13,189,516
Other loans	2,900			3,166			Other loans	2,720		3,166
Deferred loan expenses, net	43,785			41,976			Deferred loan expenses, net	44,776		41,976
Allowance for loan losses	(37,292		)	(38,913		)	Allowance for loan losses	(45,564)		(38,913)
Loans, net	13,467,772			13,195,745			Loans, net	13,375,438		13,195,745
Mortgage loan servicing rights, net	7,142			8,080			Mortgage loan servicing rights, net	7,656		8,080
Federal Home Loan Bank stock, at cost	101,858			101,858			Federal Home Loan Bank stock, at cost	136,793		101,858
Real estate owned, net	2,813			2,163			Real estate owned, net	1,395		2,163
Premises, equipment, and software, net	43,092			61,577			Premises, equipment, and software, net	42,697		61,577
Accrued interest receivable	40,222			40,822			Accrued interest receivable	37,680		40,822
Bank owned life insurance contracts	219,041			217,481			Bank owned life insurance contracts	221,327		217,481
Other assets	79,420			87,957			Other assets	117,009		87,957
TOTAL ASSETS	$	14,806,191		$	14,542,356		TOTAL ASSETS	$	14,834,743	$	14,542,356
LIABILITIES AND SHAREHOLDERS’ EQUITY							LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits	$	9,000,920		$	8,766,384		Deposits	$	9,230,111	$	8,766,384
Borrowed funds	3,889,649			3,902,981			Borrowed funds	3,759,148		3,902,981
Borrowers’ advances for insurance and taxes	99,391			103,328			Borrowers’ advances for insurance and taxes	91,104		103,328
Principal, interest, and related escrow owed on loans serviced	31,503			32,909			Principal, interest, and related escrow owed on loans serviced	43,193		32,909
Accrued expenses and other liabilities	55,779			40,000			Accrued expenses and other liabilities	55,711		40,000
Total liabilities	13,077,242			12,845,602			Total liabilities	13,179,267		12,845,602
Commitments and contingent liabilities							Commitments and contingent liabilities
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued and outstanding	—			—			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; 280,127,221 and 279,962,777 outstanding at December 31, 2019 and September 30, 2019, respectively	3,323			3,323
Common stock, $0.01 par value, 700,000,000 shares authorized; 332,318,750 shares issued; 280,149,431 and 279,962,777 outstanding at June 30, 2020 and September 30, 2019, respectively							Common stock, $0.01 par value, 700,000,000 shares authorized; 332,318,750 shares issued; 280,149,431 and 279,962,777 outstanding at June 30, 2020 and September 30, 2019, respectively	3,323		3,323
Paid-in capital	1,736,322			1,734,154			Paid-in capital	1,741,003		1,734,154
Treasury stock, at cost; 52,191,529 and 52,355,973 shares at December 31, 2019 and September 30, 2019, respectively	(766,492		)	(764,589		)
Treasury stock, at cost; 52,169,319 and 52,355,973 shares at June 30, 2020 and September 30, 2019, respectively							Treasury stock, at cost; 52,169,319 and 52,355,973 shares at June 30, 2020 and September 30, 2019, respectively	(767,655)		(764,589)
Unallocated ESOP shares	(43,334		)	(44,417		)	Unallocated ESOP shares	(41,167)		(44,417)
Retained earnings—substantially restricted	849,929			837,662			Retained earnings—substantially restricted	865,965		837,662
Accumulated other comprehensive income (loss)	(50,799		)	(69,379		)
Accumulated other comprehensive loss							Accumulated other comprehensive loss	(145,993)		(69,379)
Total shareholders’ equity	1,728,949			1,696,754			Total shareholders’ equity	1,655,476		1,696,754
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	14,806,191		$	14,542,356		TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	14,834,743	$	14,542,356

See accompanying notes to unaudited interim consolidated financial statements.

Table of Contents

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 Nine Months Ended
	June 30,						June 30,
	2020		2019		2020		2019
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	106,839	$	115,129	$	337,267	$	341,926
Investment securities available for sale	2,397		3,389		8,172		10,007

Other interest and dividend earning assets	722		2,525		4,097		7,841
Total interest and dividend income	109,958		121,043		349,536		359,774
INTEREST EXPENSE:
Deposits	33,064		37,159		108,863		104,998
Borrowed funds	14,015		18,366		48,571		53,685
Total interest expense	47,079		55,525		157,434		158,683
NET INTEREST INCOME	62,879		65,518		192,102		201,091
PROVISION (CREDIT) FOR LOAN LOSSES	—		(2,000)		3,000		(8,000)
NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR LOAN LOSSES	62,879		67,518		189,102		209,091
NON-INTEREST INCOME:
Fees and service charges, net of amortization	2,170		1,773		6,435		5,344
Net gain on the sale of loans	10,844		543		16,907		1,105
Increase in and death benefits from bank owned life insurance contracts	1,559		1,703		5,581		5,124

Other	749		1,064		7,276		3,092
Total non-interest income	15,322		5,083		36,199		14,665
NON-INTEREST EXPENSE:
Salaries and employee benefits	24,940		26,149		78,041		77,665
Marketing services	3,673		6,063		12,163		17,579
Office property, equipment and software	5,877		6,806		18,857		20,053
Federal insurance premium and assessments	2,800		2,669		8,187		7,805
State franchise tax	1,191		1,265		3,514		3,809
Other expenses	6,352		6,916		20,949		21,664
Total non-interest expense	44,833		49,868		141,711		148,575
INCOME BEFORE INCOME TAXES	33,368		22,733		83,590		75,181
INCOME TAX EXPENSE	6,528		4,476		13,851		16,461
NET INCOME	$	26,840	$	18,257	$	69,739	$	58,720
Earnings per share—basic and diluted	$	0.10	$	0.06	$	0.25	$	0.21
Weighted average shares outstanding
Basic	275,956,011		275,384,635		275,789,040		275,373,426
Diluted	277,521,881		277,398,486		277,842,653		277,269,555

For the Three Months Ended
December 31,
2019 2018
INTEREST AND DIVIDEND INCOME:
Loans, including fees $ 115,225
$ 112,491
Investment securities available for sale 2,864
3,124
Other interest and dividend earning assets 1,963
2,673
Total interest and dividend income 120,052
118,288
INTEREST EXPENSE:
Deposits 38,316
32,762
Borrowed funds 17,551
17,714
Total interest expense 55,867
50,476
NET INTEREST INCOME 64,185
67,812
PROVISION (CREDIT) FOR LOAN LOSSES

(3,000 ) (2,000 )
NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR LOAN LOSSES 67,185
69,812
NON-INTEREST INCOME:
Fees and service charges, net of amortization 2,146
1,776
Net gain on the sale of loans 2,925
111
Increase in and death benefits from bank owned life insurance contracts 1,561
1,547
Other 5,298
1,242
Total non-interest income 11,930
4,676
NON-INTEREST EXPENSE:
Salaries and employee benefits 25,885
25,364
Marketing services 4,461
4,797
Office property, equipment and software 6,446
6,986
Federal insurance premium and assessments 2,619
2,766
State franchise tax 1,132
1,262
Other expenses 6,777
6,805
Total non-interest expense 47,320
47,980
INCOME BEFORE INCOME TAXES 31,795
26,508
INCOME TAX EXPENSE 6,153
6,175
NET INCOME $ 25,642
$ 20,333
Earnings per share—basic and diluted $ 0.09
$ 0.07
Weighted average shares outstanding
Basic 275,578,184
275,376,254
Diluted 277,888,588
277,073,317

See accompanying notes to unaudited interim consolidated financial statements.

Table of Contents

TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

(In thousands)


	For the Three Months Ended						For the Three Months Ended						For the Nine Months Ended
	December 31,						June 30,						June 30,
	2019		2018				2020		2019		2020		2019
Net income	$	25,642	$	20,333		Net income	$	26,840	$	18,257	$	69,739	$	58,720
Other comprehensive income (loss), net of tax:						Other comprehensive income (loss), net of tax:
Net change in unrealized gain (losses) on securities available for sale	2,923		5,097			Net change in unrealized gain (losses) on securities available for sale	(4,010)		4,133		8,166		12,611
Net change in cash flow hedges	15,205		(26,822		)	Net change in cash flow hedges	(11,571)		(36,844)		(86,135)		(82,602)
Net change in defined benefit plan obligation	452		264			Net change in defined benefit plan obligation	451		264		1,355		792
Total other comprehensive income (loss)	18,580		(21,461		)	Total other comprehensive income (loss)	(15,130)		(32,447)		(76,614)		(69,199)
Total comprehensive income (loss)	$	44,222	$	(1,128	)	Total comprehensive income (loss)	$	11,710	$	(14,190)	$	(6,875)	$	(10,479)

See accompanying notes to unaudited interim consolidated financial statements.

Table of Contents

TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited)

(In thousands, except share and per share data)


	For the Three Months Ended June 30, 2019
	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 March 31, 2019	$	3,323	$	1,729,499	$	(760,367)	$	(46,584)	$	823,644	$	(13,530)	$	1,735,985
Net income	—		—		—		—		18,257		—		18,257
Other comprehensive income (loss), net of tax	—		—		—		—		—		(32,447)		(32,447)
ESOP shares allocated or committed to be released	—		766		—		1,083		—		—		1,849
Compensation costs for equity incentive plans	—		1,116		—		—		—		—		1,116

Purchase of treasury stock (102,900 shares)	—		—		(1,707)		—		—		—		(1,707)
Treasury stock allocated to equity incentive plan	—		(52)		(126)		—		—		—		(178)
Dividends paid to common shareholders ($0.25 per common share)	—		—		—		—		(12,393)		—		(12,393)
Balance at June 30, 2019	$	3,323	$	1,731,329	$	(762,200)	$	(45,501)	$	829,508	$	(45,977)	$	1,710,482

	For the Three Months Ended June 30, 2020
	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 March 31, 2020	$	3,323	$	1,739,523	$	(767,723)	$	(42,251)	$	853,155	$	(130,863)	$	1,655,164
Net income	—		—		—		—		26,840		—		26,840
Other comprehensive income (loss), net of tax	—		—		—		—		—		(15,130)		(15,130)
ESOP shares allocated or committed to be released	—		477		—		1,084		—		—		1,561
Compensation costs for equity incentive plans	—		1,178		—		—		—		—		1,178

Purchase of treasury stock (0 shares)	—		—		—		—		—		—		—
Treasury stock allocated to equity incentive plan	—		(175)		68		—		—		—		(107)
Dividends paid to common shareholders ($0.28 per common share)	—		—		—		—		(14,030)		—		(14,030)
Balance at June 30, 2020	$	3,323	$	1,741,003	$	(767,655)	$	(41,167)	$	865,965	$	(145,993)	$	1,655,476

Table of Contents


	For the Three Months Ended December 31, 2018																					For the Nine Months Ended June 30, 2019
	Common stock		Paid-in capital			Treasury stock			Unallocated common stock held by ESOP			Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders’ equity				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, 2018	$	3,323	$	1,726,992		$	(754,272	)	$	(48,751	)	$	807,890		$	23,222		$	1,758,404		Balance at September 30, 2018	$	3,323	$	1,726,992	$	(754,272)	$	(48,751)	$	807,890	$	23,222	$	1,758,404
Net income	—		—			—			—			20,333			—			20,333			Net income	—		—		—		—		58,720		—		58,720
Other comprehensive income (loss), net of tax	—		—			—			—			—			(21,461		)	(21,461		)	Other comprehensive income (loss), net of tax	—		—		—		—		—		(69,199)		(69,199)
ESOP shares allocated or committed to be released	—		581			—			1,084			—			—			1,665			ESOP shares allocated or committed to be released	—		2,076		—		3,250		—		—		5,326
Compensation costs for equity incentive plans	—		1,081			—			—			—			—			1,081			Compensation costs for equity incentive plans	—		3,343		—		—		—		—		3,343
Purchase of treasury stock (242,500 shares)	—		—			(3,776		)	—			—			—			(3,776		)
Purchase of treasury stock (491,400 shares)																					Purchase of treasury stock (491,400 shares)	—		—		(7,915)		—		—		—		(7,915)
Treasury stock allocated to equity incentive plan	—		(745		)	584			—			—			—			(161		)	Treasury stock allocated to equity incentive plan	—		(1,082)		(13)		—		—		—		(1,095)
Dividends paid to common shareholders ($0.25 per common share)	—		—			—			—			(12,305		)	—			(12,305		)
Balance at December 31, 2018	$	3,323	$	1,727,909		$	(757,464	)	$	(47,667	)	$	815,918		$	1,761		$	1,743,780
Dividends paid to common shareholders ($0.75 per common share)																					Dividends paid to common shareholders ($0.75 per common share)	—		—		—		—		(37,102)		—		(37,102)
Balance at June 30, 2019																					Balance at June 30, 2019	$	3,323	$	1,731,329	$	(762,200)	$	(45,501)	$	829,508	$	(45,977)	$	1,710,482


	For the Three Months Ended December 31, 2019																					For the Nine Months Ended June 30, 2020
	Common stock		Paid-in capital			Treasury stock			Unallocated common stock held by ESOP			Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders’ equity				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, 2019	$	3,323	$	1,734,154		$	(764,589	)	$	(44,417	)	$	837,662		$	(69,379	)	$	1,696,754		Balance at September 30, 2019	$	3,323	$	1,734,154	$	(764,589)	$	(44,417)	$	837,662	$	(69,379)	$	1,696,754
Net income	—		—			—			—			25,642			—			25,642			Net income	—		—		—		—		69,739		—		69,739
Other comprehensive income (loss), net of tax	—		—			—			—			—			18,580			18,580			Other comprehensive income (loss), net of tax	—		—		—		—		—		(76,614)		(76,614)
ESOP shares allocated or committed to be released	—		1,011			—			1,083			—			—			2,094			ESOP shares allocated or committed to be released	—		2,538		—		3,250		—		—		5,788
Compensation costs for equity incentive plans	—		1,189			—			—			—			—			1,189			Compensation costs for equity incentive plans	—		3,527		—		—		—		—		3,527
Purchase of treasury stock (19,500 shares)	—		—			(359		)	—			—			—			(359		)
Purchase of treasury stock (20,500 shares)																					Purchase of treasury stock (20,500 shares)	—		—		(378)		—		—		—		(378)
Treasury stock allocated to equity incentive plan	—		(32		)	(1,544		)	—			—			—			(1,576		)	Treasury stock allocated to equity incentive plan	—		784		(2,688)		—		—		—		(1,904)
Dividends paid to common shareholders ($0.27 per common share)	—		—			—			—			(13,375		)	—			(13,375		)
Balance at December 31, 2019	$	3,323	$	1,736,322		$	(766,492	)	$	(43,334	)	$	849,929		$	(50,799	)	$	1,728,949
Dividends paid to common shareholders ($0.83 per common share)																					Dividends paid to common shareholders ($0.83 per common share)	—		—		—		—		(41,436)		—		(41,436)
Balance at June 30, 2020																					Balance at June 30, 2020	$	3,323	$	1,741,003	$	(767,655)	$	(41,167)	$	865,965	$	(145,993)	$	1,655,476

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,							For the Nine Months Ended June 30,
	2019			2018				2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:							CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	25,642		$	20,333		Net income	$	69,739	$	58,720
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
ESOP and stock-based compensation expense	3,283			2,746			ESOP and stock-based compensation expense	9,315		8,669
Depreciation and amortization	7,794			5,406			Depreciation and amortization	22,880		16,773
Deferred income taxes	(64		)	434			Deferred income taxes	1,217		514
Provision (credit) for loan losses	(3,000		)	(2,000		)	Provision (credit) for loan losses	3,000		(8,000)
Net gain on the sale of loans	(2,925		)	(111		)	Net gain on the sale of loans	(16,907)		(1,105)
Net gain on sale of commercial property	(4,257		)	—			Net gain on sale of commercial property	(4,257)		—
Other net losses	(13		)	(293		)	Other net losses	(470)		192
Proceeds from sales of loans held for sale	9,753			7,068			Proceeds from sales of loans held for sale	41,088		29,786
Loans originated for sale	(15,606		)	(7,287		)	Loans originated for sale	(45,092)		(31,550)
Increase in bank owned life insurance contracts	(1,577		)	(1,551		)	Increase in bank owned life insurance contracts	(4,687)		(4,619)
Net (increase) decrease in interest receivable and other assets	(5,705		)	6,097
Net increase in interest receivable and other assets							Net increase in interest receivable and other assets	(1,892)		(3,102)
Net increase in accrued expenses and other liabilities	16,066			3,582			Net increase in accrued expenses and other liabilities	17,463		6,353

Net cash provided by operating activities	29,391			34,424			Net cash provided by operating activities	91,397		72,631
CASH FLOWS FROM INVESTING ACTIVITIES:							CASH FLOWS FROM INVESTING ACTIVITIES:
Loans originated	(1,055,571		)	(647,400		)	Loans originated	(3,142,885)		(2,166,159)
Principal repayments on loans	583,081			583,980			Principal repayments on loans	2,353,972		1,950,189
Proceeds from principal repayments and maturities of:							Proceeds from principal repayments and maturities of:
Securities available for sale	52,574			31,998			Securities available for sale	173,450		101,867

Proceeds from sale of:							Proceeds from sale of:
Loans	200,923			13,393			Loans	563,667		55,710
Real estate owned	635			1,423			Real estate owned	2,366		3,239
Premises, Equipment and Other Assets	23,512			—			Premises, Equipment and Other Assets	23,512		—
Purchases of:							Purchases of:
FHLB stock	—			—			FHLB stock	(34,935)		(6,103)
Securities available for sale	(56,377		)	(59,052		)	Securities available for sale	(133,740)		(121,752)
Premises and equipment	(537		)	(917		)	Premises and equipment	(2,832)		(2,888)
Other	16			(310		)	Other	358		369
Net cash used in investing activities	(251,744		)	(76,885		)	Net cash used in investing activities	(197,067)		(185,528)
CASH FLOWS FROM FINANCING ACTIVITIES:							CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	234,536			105,596			Net increase in deposits	463,727		222,886
Net decrease in borrowers' advances for insurance and taxes	(3,937		)	(6,554		)	Net decrease in borrowers' advances for insurance and taxes	(12,224)		(45,474)
Net decrease in principal and interest owed on loans serviced	(1,406		)	(913		)
Net increase (decrease) in principal and interest owed on loans serviced							Net increase (decrease) in principal and interest owed on loans serviced	10,284		(12,310)
Net increase(decrease) in short-term borrowed funds	(51,093		)	110,031			Net increase(decrease) in short-term borrowed funds	(119,832)		411,308
Proceeds from long-term borrowed funds	150,000			—			Proceeds from long-term borrowed funds	250,000		—
Repayment of long-term borrowed funds	(112,239		)	(97,401		)	Repayment of long-term borrowed funds	(274,001)		(299,407)
Cash collateral/settlements received from (provided to) derivative counterparties (1)	27,921			(35,319		)
Cash collateral/settlements received from (provided to) derivative counterparties							Cash collateral/settlements received from (provided to) derivative counterparties	(114,394)		(116,396)
Purchase of treasury shares	(395		)	(3,669		)	Purchase of treasury shares	(414)		(7,940)

Acquisition of treasury shares through net settlement of stock benefit plans compensation	(1,576		)	(161		)	Acquisition of treasury shares through net settlement of stock benefit plans compensation	(1,904)		(1,095)
Dividends paid to common shareholders	(13,375		)	(12,305		)	Dividends paid to common shareholders	(41,436)		(37,102)
Net cash provided by financing activities	228,436			59,305			Net cash provided by financing activities	159,806		114,470
NET INCREASE IN CASH AND CASH EQUIVALENTS	6,083			16,844			NET INCREASE IN CASH AND CASH EQUIVALENTS	54,136		1,573
CASH AND CASH EQUIVALENTS—Beginning of period	275,143			269,775			CASH AND CASH EQUIVALENTS—Beginning of period	275,143		269,775
CASH AND CASH EQUIVALENTS—End of period	$	281,226		$	286,619		CASH AND CASH EQUIVALENTS—End of period	$	329,279	$	271,348
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:							SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest on deposits	$	37,729		$	32,368		Cash paid for interest on deposits	$	108,809	$	103,999
Cash paid for interest on borrowed funds	19,485			16,450			Cash paid for interest on borrowed funds	48,544		59,468
Cash paid for income taxes	21			42			Cash paid for income taxes	1,658		9,686
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:							SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Transfer of loans to real estate owned	1,277			1,295			Transfer of loans to real estate owned	1,751		2,925

Transfer of loans from held for investment to held for sale	198,694			13,382			Transfer of loans from held for investment to held for sale	593,446		55,364
Treasury stock issued for stock benefit plans	32			746			Treasury stock issued for stock benefit plans	784		1,121

~~(1)~~ For the three months ended December 31, 2018, $35,319 of cash collateral and settlement payments received from derivative counterparties were reclassified from Operating to Financing Activities to conform to ASC 230-10-45-27, which allows cash flows from derivative instruments to be classified in the same category as items hedged.

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~~

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, 2019,~~June 30, 2020, 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.

Third Capital, Inc., an operating subsidiary of the Company, was formed to hold non-thrift investments and subsidiaries, which includes a partial ownership of a limited liability company that acquires and manages commercial real estate. On October 31, 2019, the limited liability company sold the remaining two commercial office buildings it owned, which had a net book value of $19,324 at September 30, 2019 included in premises, equipment and software, net and other assets. A $4,257 net gain on the sale of those properties was recorded for the quarter ended December 31, 2019, representing the Company's share of the gain on sale. Pending the outcome of various sale escrow reserves, which will not be resolved until later this year, the Company may record additional residual income in 2020.

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 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, 2019~~,June 30, 2020, 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, 2019 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, 2020 or for any other period.

Effective October 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent amendments related to the ASU (collectively, “Topic 606”). The core principle of the guidance requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The adoption did not have a significant impact to the Company's consolidated financial statements, as such, a cumulative effect adjustment to the opening balance of retained earnings at adoption was not necessary. Neither the new standard, nor any of the related amendments, resulted in a material change from our current accounting for revenue because a significant amount of the Company’s revenue streams such as interest income, are not within the scope of Topic 606. Two of the Company's revenue streams within scope of Topic 606 are the sales of REO and deposit account and other transaction-based service fee income. Both streams are immaterial and therefore quantitative information regarding these streams ~~were~~is not disclosed.


2.	~~EARNINGS PER SHARE~~

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 basic earnings per share, 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, and the 227,119,132 shares held by Third Federal Savings, MHC. For purposes of computing dilutive earnings per share, stock options and restricted and performance ~~stock~~share units

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with a dilutive impact are added to the outstanding shares used in the basic earnings per share calculation. Unvested shares

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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. Performance ~~stock~~share units, determined to be contingently issuable and not participating securities, are excluded from the calculation of basic EPS. At ~~December 31,~~June 30, 2020 and 2019, ~~and 2018,~~ respectively, the ESOP held ~~4,333,396~~4,116,726 and ~~4,766,736~~4,550,066 shares, respectively, that were neither allocated to participants nor committed to be released to participants.

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

For the Three Months Ended December 31,
2019 2018
Income Shares
Per share
amount
Income Shares
Per share
amount
(Dollars in thousands, except per share data)
Net income $ 25,642
$ 20,333

Less: income allocated to restricted stock units 417
372

Basic earnings per share:
Income available to common shareholders $ 25,225
275,578,184
$ 0.09
$ 19,961
275,376,254
$ 0.07
Diluted earnings per share:
Effect of dilutive potential common shares 2,310,404
1,697,063

Income available to common shareholders $ 25,225
277,888,588
$ 0.09
$ 19,961
277,073,317
$ 0.07


	For the Three Months Ended June 30,
	2020								2019
	Income		Shares	Per share amount		Income		Shares	Per share amount
	(Dollars in thousands, except per share data)
Net income	$	26,840				$	18,257
Less: income allocated to restricted stock units	422					362
Basic earnings per share:
Income available to common shareholders	$	26,418	275,956,011	$	0.10	$	17,895	275,384,635	$	0.06
Diluted earnings per share:
Effect of dilutive potential common shares			1,565,870					2,013,851
Income available to common shareholders	$	26,418	277,521,881	$	0.10	$	17,895	277,398,486	$	0.06


	For the Nine Months Ended June 30,
	2020								2019
	Income		Shares	Per share amount		Income		Shares	Per share amount
	(Dollars in thousands, except per share data)
Net income	$	69,739				$	58,720
Less: income allocated to restricted stock units	1,220					1,124
Basic earnings per share:
Income available to common shareholders	$	68,519	275,789,040	$	0.25	$	57,596	275,373,426	$	0.21
Diluted earnings per share:
Effect of dilutive potential common shares			2,053,613					1,896,129
Income available to common shareholders	$	68,519	277,842,653	$	0.25	$	57,596	277,269,555	$	0.21

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


	For the Three Months Ended December 31,			For the Three Months Ended June 30,			For the Nine Months Ended June 30,
	2019	2018		2020	2019	2020	2019
Options to purchase shares	293,200	1,885,600	Options to purchase shares	2,441,700	710,100	573,500	710,100
Restricted and performance stock units	136,945	131,500	Restricted and performance stock units	55,553	—	48,265	—

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3.INVESTMENT SECURITIES

Investments available for sale are summarized as follows:


	December 31, 2019										June 30, 2020
	Amortized Cost		Gross Unrealized					Fair Value			Amortized Cost		Gross Unrealized						Fair Value
			Gains		Losses										Gains		Losses
REMICs	$	546,612	$	2,342	$	(1,612	)	$	547,342	REMICs	$	500,633	$	7,531	$	(224)	$	507,940
Fannie Mae certificates	6,427		228		—			6,655		Fannie Mae certificates	6,101		289		—		6,390
Total	$	553,039	$	2,570	$	(1,612	)	$	553,997	Total	$	506,734	$	7,820	$	(224)	$	514,330

September 30, 2019
Amortized
Cost Gross
Unrealized Fair
Value
Gains Losses
REMICs $ 544,042
$ 1,384
$ (4,384 ) $ 541,042
Fannie Mae certificates 6,563
259
—
6,822
Total $ 550,605
$ 1,643
$ (4,384 ) $ 547,864

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	September 30, 2019
	Amortized Cost		Gross Unrealized						Fair Value
					Gains		Losses
REMICs	$	544,042	$	1,384	$	(4,384)	$	541,042
Fannie Mae certificates	6,563		259		—		6,822
Total	$	550,605	$	1,643	$	(4,384)	$	547,864

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, 2019~~June 30, 2020 and September 30, 2019, were as follows:


	December 31, 2019													June 30, 2020
	Less Than 12 Months				12 Months or More				Total					Less Than 12 Months						12 Months or More						Total
	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss			Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
Available for sale—													Available for sale—
REMICs	$	65,097	$	240	$	210,075	$	1,372	$	275,172	$	1,612	REMICs	$	89,568	$	212	$	1,385	$	12	$	90,953	$	224

September 30, 2019
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 $ 95,751
$ 488
$ 292,643
$ 3,896
$ 388,394
$ 4,384


	September 30, 2019
	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	$	95,751	$	488	$	292,643	$	3,896	$	388,394	$	4,384

We believe the unrealized losses on investment securities were attributable to changes in market interest ~~rate increases.~~rates. 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 market interest rates and not credit quality and because the Company has neither the intent to sell the securities nor is it more likely than not the Company 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.

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4.	~~LOANS AND ALLOWANCE FOR LOAN LOSSES~~

4.LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans held for investment consist of the following:

December 31,
2019 September 30,
2019
Real estate loans:
Residential Core $ 11,131,888
$ 10,903,024
Residential Home Today 82,679
84,942
Home equity loans and lines of credit 2,221,380
2,174,961
Construction 51,404
52,332
Real estate loans 13,487,351
13,215,259
Other loans 2,900
3,166
Add (deduct):
Deferred loan expenses, net 43,785
41,976
Loans in process ("LIP") (28,972 ) (25,743 )
Allowance for loan losses (37,292 ) (38,913 )
Loans held for investment, net $ 13,467,772
$ 13,195,745


	June 30, 2020		September 30, 2019
Real estate loans:
Residential Core	$	10,985,732	$	10,903,024
Residential Home Today	77,724		84,942
Home equity loans and lines of credit	2,284,152		2,174,961
Construction	54,345		52,332
Real estate loans	13,401,953		13,215,259
Other loans	2,720		3,166
Add (deduct):
Deferred loan expenses, net	44,776		41,976
Loans in process	(28,447)		(25,743)
Allowance for loan losses	(45,564)		(38,913)
Loans held for investment, net	$	13,375,438	$	13,195,745

At ~~December 31, 2019~~June 30, 2020 and September 30, 2019,, respectively, ~~$9,608~~$51,139 and ~~$3,666~~$3,666 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, 2019~~June 30, 2020 and September 30, 2019, the percentage of aggregate Residential Core, Home Today and Construction loans held in Ohio was 56% and 57% ~~as of both dates~~

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, respectively, and the percentage held in Florida was 16% as of both dates. As of ~~December 31, 2019~~June 30, 2020 and September 30, 2019, home equity loans and lines of credit were concentrated in Ohio ~~(30%~~(29% and 31%), Florida (19% as of both dates), and California (16% 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 Company provided the majority of loans to borrowers who would not otherwise qualify for the Company’s loan products, generally because of low credit scores. Because the Company 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. Since loans are no longer originated under the Home Today program, the Home Today portfolio will continue to decline in balance, primarily due to contractual amortization. To supplant the Home Today product and to continue to meet the credit needs of customers and the communities served, since fiscal 2016 the Company has offered Fannie Mae eligible, Home Ready loans. These loans are originated in accordance with Fannie Mae's underwriting standards. While the Company retains the servicing to these loans, the loans, along with the credit risk associated therewith, are securitized/sold to Fannie Mae. The Company 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 LTV ratio greater than 100%, or pay-option adjustable-rate mortgages.

The Company currently offers home equity lines of credit that include monthly principal and interest payments throughout the entire term. Home equity lines of credit originated prior to June 2010 require interest only payments for ten years, with an option to extend the interest only and draw period another ten years. Once the draw period has expired ~~they~~the accounts are included in the home equity loan balance. The recorded investment in interest only loans comprised solely of equity lines of credit with balances of ~~$3,954~~$486 and $8,231 at ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively.

Regulatory agencies have encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, as set forth in the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (initially issued on March 22, 2020 and revised on April 7, 2020). FASB confirmed the foregoing regulatory agencies' view, that such short-term modifications (e.g., six months) made on a good-faith basis to borrowers who were current as of the implementation date of a relief program in response to COVID-19 are not TDRs. The regulatory agencies stated that performing loans granted payment deferrals due to COVID-19 in accordance with this interagency statement are not generally considered past due or non-accrual. The revised statement provides that eligible loan modifications related to COVID-19 may

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also be accounted for under section 4013 of the CARES Act or in accordance with ASC 310-40. The Company has elected to apply the temporary suspension of TDR requirements provided by the revised interagency statement for eligible loan modifications. For loan modifications that are not eligible for the suspension offered by the revised interagency statement, the Company considers the CARES Act to evaluate loan modifications within its scope, or existing TDR evaluation policies if the modification does not fall within the scope of the CARES Act.

As of June 30, 2020, certain of our borrowers have experienced unemployment or reduced income as a result of the COVID-19 global pandemic and have requested some type of loan payment forbearance. Short-term forbearance plans offered to borrowers affected by COVID-19 totaled $230,337 at June 30, 2020, of which $16,601 are classified as troubled debt restructurings due to either their classification as a TDR prior to the COVID-19 forbearance or not meeting the criteria to be exempt from TDR classification. Forbearance plans allow borrowers experiencing temporary financial hardship to defer a limited number of payments to a later point in time and are initially offered for a three-month period, which may be extended for borrowers that continue to be affected by COVID-19. The majority of COVID-19 forbearance plans have been extended to six months. Forbearance plans that are extended beyond six months will be evaluated for TDR classification in accordance with U.S. GAAP. The following table summarizes, as of June 30, 2020, for each portfolio, active forbearance plans by recorded investment and as a percent of total loans.


	Total		Forbearance plans as % of Portfolio
June 30, 2020
Real estate loans:
Residential Core	$	195,744	1.78%
Residential Home Today	6,827		8.82%
Home equity loans and lines of credit	27,766		1.20%
Total real estate loans	$	230,337	1.72%

The following table summarizes, as of June 30, 2020, the recorded investment of active forbearance plans according to the month during which the payment deferrals are currently scheduled to end, subject to available forbearance plan term extensions.


Month ending	Total
7/31/2020	$	5,217
8/31/2020	39,503
9/30/2020	87,717
10/31/2020	97,759
11/30/2020	141
Total active forbearance plans	$	230,337

A COVID-19 forbearance plan is generally resolved through payment in full at termination of the forbearance; through a non-TDR repayment plan, where a portion of the forbearance is paid in addition to the original contractual payment over 12 months or less; or through a non-TDR capitalization, where the total of forborne payments are added to the principal balance of the account, either with or without an extension of the maturity date. If additional concessions are required beyond resolving the short-term forbearance, the account will be considered for further modification in a troubled debt restructuring. At June 30, 2020, there were $1,575 of residential mortgages and $179 of equity loans and lines of credit in short term repayment plans and $2,619 of residential mortgages whose forbearance amounts were capitalized, subsequent to COVID-19 forbearance plans, that did not require TDR classification.

Real estate loans in COVID-19 forbearance plans and those that are subsequently placed in non-TDR short-term repayment plans are reported as current and accruing when they are current in accordance with their revised contractual terms and were less than 30 days past due as of the implementation date of the relief program, March 13, 2020, per the revised interagency statement, or not more than 30 days past due as of December 31, 2019 per the CARES Act. Otherwise, the delinquency and resulting accrual status of these loans are determined by the lowest number of days the loan was past due on either the two aforementioned measurement dates (March 13, 2020 or December 31, 2019) or, considering the loan's revised contractual terms, the current reporting date. At June 30, 2020, the balance of accrued interest receivable includes $1,990 of unpaid interest on active COVID-19 forbearance plans. The uncertain and potentially tumultuous impact of COVID-19 on the

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economic and housing markets, as well as the risk profiles of accounts in COVID-19 forbearance plans granted by the Company, were thoroughly considered in the determination of the allowance for loan losses as of June 30, 2020, as described in the Allowance for Loan Losses section of the Critical Accounting Policies in Part I Item 2.

An aging analysis of the recorded investment in loan receivables that are past due at ~~December 31, 2019~~June 30, 2020 and September 30, 2019 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, 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
	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total
December 31, 2019
June 30, 2020													June 30, 2020
Real estate loans:													Real estate loans:
Residential Core	$	6,870	$	2,938	$	8,054	$	17,862	$	11,130,929	$	11,148,791	Residential Core	$	5,482	$	2,523	$	9,840	$	17,845	$	10,985,836	$	11,003,681
Residential Home Today	2,842		1,272		3,196		7,310		75,030		82,340		Residential Home Today	1,488		858		2,495		4,841		72,534		77,375
Home equity loans and lines of credit	2,422		1,234		5,176		8,832		2,239,799		2,248,631		Home equity loans and lines of credit	2,175		1,116		5,490		8,781		2,302,947		2,311,728
Construction	—		—		—		—		22,402		22,402		Construction	—		—		—		—		25,498		25,498
Total real estate loans	12,134		5,444		16,426		34,004		13,468,160		13,502,164		Total real estate loans	9,145		4,497		17,825		31,467		13,386,815		13,418,282
Other loans	—		—		—		—		2,900		2,900		Other loans	—		—		—		—		2,720		2,720
Total	$	12,134	$	5,444	$	16,426	$	34,004	$	13,471,060	$	13,505,064	Total	$	9,145	$	4,497	$	17,825	$	31,467	$	13,389,535	$	13,421,002

30-59
Days
Past Due

60-89
Days
Past Due

90 Days or
More Past
Due

Total Past
Due
Current Total
September 30, 2019
Real estate loans:
Residential Core $ 6,824
$ 4,030
$ 7,674
$ 18,528
$ 10,900,173
$ 10,918,701
Residential Home Today 2,629
1,685
2,623
6,937
77,677
84,614
Home equity loans and lines of credit 3,029
1,158
5,797
9,984
2,191,998
2,201,982
Construction —
—
—
—
26,195
26,195
Total real estate loans 12,482
6,873
16,094
35,449
13,196,043
13,231,492
Other loans —
—
—
—
3,166
3,166
Total $ 12,482
$ 6,873
$ 16,094
$ 35,449
$ 13,199,209
$ 13,234,658


	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total
September 30, 2019
Real estate loans:
Residential Core	$	6,824	$	4,030	$	7,674	$	18,528	$	10,900,173	$	10,918,701
Residential Home Today	2,629		1,685		2,623		6,937		77,677		84,614
Home equity loans and lines of credit	3,029		1,158		5,797		9,984		2,191,998		2,201,982
Construction	—		—		—		—		26,195		26,195
Total real estate loans	12,482		6,873		16,094		35,449		13,196,043		13,231,492
Other loans	—		—		—		—		3,166		3,166
Total	$	12,482	$	6,873	$	16,094	$	35,449	$	13,199,209	$	13,234,658

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At ~~December 31, 2019~~June 30, 2020, reported delinquencies above include $1,025, $467 and $779 of active COVID-19 forbearance plans and subsequent short-term repayment plans in 30-59 days past due, 60-89 days past due, and 90 days or more past due, respectively. The remaining balance of active COVID-19 forbearance and subsequent short-term repayment plans are reported as current.

At June 30, 2020 and September 30, 2019, real estate loans include ~~$7,719~~$6,367 and $7,543, respectively, of loans that were in the process of foreclosure. Pursuant to the CARES Act, most foreclosure proceedings were delayed during the quarter.

Loans are placed in non-accrual status when they are contractually 90 days or more past due. 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. Loans with a partial charge-off are placed in non-accrual and will remain in non-accrual status until, at a minimum, the impairment is recovered. 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 restructured in TDRs with a high debt-to-income ratio at the time of modification are placed in non-accrual status for a minimum of 12 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.

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

December 31,
2019 September 30,
2019
Real estate loans:
Residential Core $ 33,310
$ 37,052
Residential Home Today 11,551
12,442
Home equity loans and lines of credit 15,447
21,771
Total non-accrual loans

60,308
71,265


	June 30, 2020		September 30, 2019
Real estate loans:
Residential Core	$	30,306	$	37,052
Residential Home Today	10,615		12,442
Home equity loans and lines of credit	13,018		21,771

Total non-accrual loans	$	53,939	$	71,265

At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively, the recorded investment in non-accrual loans includes ~~$43,882~~$36,338 and $55,171 of loans which are performing according to the terms of their agreement, of which ~~$24,059~~$21,533 and $25,895 are loans in Chapter 7 bankruptcy status, primarily where all borrowers have filed, and have not reaffirmed or been dismissed. The change in non-accrual loans from September 30, 2019 was partially impacted by the length of time TDRs with high debt-to-income ratios are retained in non-accrual status. TDRs with high debt-to-income ratios are placed in non-accrual status until they ~~shown~~show sustained payment performance.

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, except cash payments may be applied to interest capitalized in a restructuring when collection of remaining amounts due is considered probable. 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.

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The recorded investment in loan receivables at ~~December 31, 2019~~June 30, 2020 and September 30, 2019 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, expenses and any applicable loans-in-process.

December 31, 2019 September 30, 2019
Individually Collectively Total Individually Collectively Total
Real estate loans:
Residential Core $ 82,191
$ 11,066,600
$ 11,148,791
$ 87,069
$ 10,831,632
$ 10,918,701
Residential Home Today 36,390
45,950
82,340
36,959
47,655
84,614
Home equity loans and lines of credit 44,668
2,203,963
2,248,631
46,445
2,155,537
2,201,982
Construction —
22,402
22,402
—
26,195
26,195
Total real estate loans 163,249
13,338,915
13,502,164
170,473
13,061,019
13,231,492
Other loans —
2,900
2,900
—
3,166
3,166
Total $ 163,249
$ 13,341,815
$ 13,505,064
$ 170,473
$ 13,064,185
$ 13,234,658


	June 30, 2020										September 30, 2019
	Individually		Collectively		Total		Individually		Collectively		Total
Real estate loans:
Residential Core	$	78,574	$	10,925,107	$	11,003,681	$	87,069	$	10,831,632	$	10,918,701
Residential Home Today	35,056		42,319		77,375		36,959		47,655		84,614
Home equity loans and lines of credit	42,784		2,268,944		2,311,728		46,445		2,155,537		2,201,982
Construction	—		25,498		25,498		—		26,195		26,195
Total real estate loans	156,414		13,261,868		13,418,282		170,473		13,061,019		13,231,492
Other loans	—		2,720		2,720		—		3,166		3,166
Total	$	156,414	$	13,264,588	$	13,421,002	$	170,473	$	13,064,185	$	13,234,658

An analysis of the allowance for loan losses at ~~December 31, 2019~~June 30, 2020 and September 30, 2019 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, 2019 September 30, 2019
Individually Collectively Total Individually Collectively Total
Real estate loans:
Residential Core $ 7,038
$ 11,274
$ 18,312
$ 7,080
$ 12,673
$ 19,753
Residential Home Today 2,447
1,785
4,232
2,422
1,787
4,209
Home equity loans and lines of credit 3,953
10,791
14,744
4,003
10,943
14,946
Construction —
4
4
—
5
5
Total real estate loans $ 13,438
$ 23,854
$ 37,292
$ 13,505
$ 25,408
$ 38,913

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	June 30, 2020										September 30, 2019
	Individually		Collectively		Total		Individually		Collectively		Total
Real estate loans:
Residential Core	$	6,784	$	12,841	$	19,625	$	7,080	$	12,673	$	19,753
Residential Home Today	2,286		3,232		5,518		2,422		1,787		4,209
Home equity loans and lines of credit	3,820		16,596		20,416		4,003		10,943		14,946
Construction	—		5		5		—		5		5
Total real estate loans	$	12,890	$	32,674	$	45,564	$	13,505	$	25,408	$	38,913

At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, 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 an indication of further deterioration in the fair value of the property not yet supported by a full review and collateral evaluation. 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, 2019~~June 30, 2020 and September 30, 2019, respectively, allowances on individually reviewed loans evaluated for impairment (IVAs) included those based on the present value of cash flows, such as performing TDRs, were ~~$13,437~~$12,890 and $13,399, and allowances on loans with further ~~deteriorations~~deterioration in the fair value of the property not yet supported by a full review were $1$0 and $106.

Residential Core mortgage loans represent the largest portion of the residential real estate portfolio. ~~The~~While the Company believes overall credit risk is low based on the nature, composition, collateral, products, lien position and performance of the ~~portfolio.~~portfolio, it could be affected by the duration and depth of the impact from COVID-19. The portfolio does not include loan types or structures that have experienced severe performance problems at other financial institutions (sub-prime, no documentation or pay-option adjustable-rate mortgages). The portfolio contains adjustable-rate mortgage loans whereby the interest rate is locked initially for mainly three or five years then resets annually, subject to various re-lock options available to the borrower. Although the borrower is qualified for its loan at a higher rate than the initial one, the adjustable-rate feature may impact a borrower's ability to afford the higher payments upon rate reset during periods of rising interest ~~rates.~~rates while this repayment risk may be reduced in a declining or low rate environment. With limited historical loss experience compared to other types of loans in the portfolio, judgment is required by management in assessing the allowance ~~required.~~required on adjustable-rate mortgage loans. The principal amount of ~~loans in the portfolio that are~~ adjustable-rate mortgage loans included in the Residential Core portfolio was ~~$5,129,610~~$5,236,097 and $5,063,010 at ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively.

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As described earlier in this footnote, Home Today loans have greater credit risk than traditional residential real estate mortgage loans. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019,, respectively, approximately 13% and 14% 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 ~~74.5%~~76.5%. Appropriate adjustments have been made to the Company’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 Company's total owned residential portfolio covered by mortgage insurance provided by PMIC as of ~~December 31, 2019~~June 30, 2020 and September 30, 2019,, respectively, was ~~$24,518~~$21,957 and ~~$26,191~~,$26,191, of which ~~$22,684~~$20,991 and ~~$24,198~~$24,198 was current. The amount of loans in the Company's total owned residential portfolio covered by mortgage insurance provided by Mortgage Guaranty Insurance Corporation as of ~~December 31, 2019~~June 30, 2020 and September 30, 2019,, respectively, was ~~$15,774~~$13,798 and ~~$17,345~~,$17,345, of which ~~$15,734~~$13,630 and ~~$17,232~~$17,232 was current. As of ~~December 31, 2019~~,June 30, 2020, 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 claim payments in accordance with its contractual obligations and the Company has not increased its estimated loss severity factors related to MGIC's claim paying ability. NaN 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. On home equity lines of credit originated prior to 2012, subsequent 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, or the ability to secure alternative financing. Beginning in 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 draw and after draw periods.

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The impact of COVID-19 on employment, the general economy and, potentially, housing prices may adversely affect credit performance within the home equity loans and lines of credit portfolio.

The Company originates construction loans to individuals for the construction of their personal single-family residence by a qualified builder (construction/permanent loans). The Company’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 Company offers construction/permanent loans with fixed or adjustable-rates, and a current maximum loan-to-completed-appraised value ratio of 70%. Prior to March 26, 2020 the maximum loan to completed-appraised value ratio was 85%.

Other loans are comprised of loans secured by certificate of deposit accounts, which are fully recoverable in the event of non-payment, and forgivable down payment assistance loans, which are unsecured loans used as down payment assistance to borrowers qualified through partner housing agencies. The Company records a liability for the loans which are forgiven in equal increments over a pre-determined term, subject to residency requirements.

For all classes of loans, a loan is considered impaired when, based on current information and events, it is probable that the Company 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, 2019~~June 30, 2020 and September 30, 2019, are summarized as follows. Balances of recorded investments are adjusted for deferred loan fees and expenses.

December 31, 2019 September 30, 2019

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance
With no related IVA recorded:
Residential Core $ 43,815
$ 59,009
$ —
$ 44,122
$ 59,538
$ —
Residential Home Today 12,237
32,354
—
12,764
31,958
—
Home equity loans and lines of credit 16,625
21,477
—
18,528
23,935
—
Total $ 72,677
$ 112,840
$ —
$ 75,414
$ 115,431
$ —
With an IVA recorded:
Residential Core $ 38,376
$ 38,453
$ 7,038
$ 42,947
$ 43,042
$ 7,080
Residential Home Today 24,153
24,119
2,447
24,195
24,178
2,422
Home equity loans and lines of credit 28,043
28,042
3,953
27,917
27,924
4,003
Total $ 90,572
$ 90,614
$ 13,438
$ 95,059
$ 95,144
$ 13,505
Total impaired loans:
Residential Core $ 82,191
$ 97,462
$ 7,038
$ 87,069
$ 102,580
$ 7,080
Residential Home Today 36,390
56,473
2,447
36,959
56,136
2,422
Home equity loans and lines of credit 44,668
49,519
3,953
46,445
51,859
4,003
Total $ 163,249
$ 203,454
13,438
$ 170,473
$ 210,575
$ 13,505


	June 30, 2020										September 30, 2019
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related IVA recorded:
Residential Core	$	41,444	$	56,606	$	—	$	44,122	$	59,538	$	—
Residential Home Today	12,167		34,999		—		12,764		31,958		—
Home equity loans and lines of credit	14,916		19,865		—		18,528		23,935		—


Total	$	68,527	$	111,470	$	—	$	75,414	$	115,431	$	—
With an IVA recorded:
Residential Core	$	37,130	$	37,198	$	6,784	$	42,947	$	43,042	$	7,080
Residential Home Today	22,889		22,861		2,286		24,195		24,178		2,422
Home equity loans and lines of credit	27,868		27,858		3,820		27,917		27,924		4,003


Total	$	87,887	$	87,917	$	12,890	$	95,059	$	95,144	$	13,505
Total impaired loans:
Residential Core	$	78,574	$	93,804	$	6,784	$	87,069	$	102,580	$	7,080
Residential Home Today	35,056		57,860		2,286		36,959		56,136		2,422
Home equity loans and lines of credit	42,784		47,723		3,820		46,445		51,859		4,003


Total	$	156,414	$	199,387	$	12,890	$	170,473	$	210,575	$	13,505

At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively, the recorded investment in impaired loans includes ~~$151,313~~$143,178 and $157,408 of loans restructured in TDRs of which ~~$8,425~~$8,287 and $8,435 are 90 days or more past due.

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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 December 31,
2019 2018

Average
Recorded
Investment

Interest
Income
Recognized

Average
Recorded
Investment

Interest
Income
Recognized
With no related IVA recorded:
Residential Core $ 43,969
$ 365
$ 52,733
$ 460
Residential Home Today 12,501
48
15,762
72
Home equity loans and lines of credit 17,577
94
22,626
104
Total $ 74,047
$ 507
$ 91,121
$ 636
With an IVA recorded:
Residential Core $ 40,662
$ 296
$ 38,643
$ 305
Residential Home Today 24,174
281
25,218
296
Home equity loans and lines of credit 27,980
166
25,762
158
Total $ 92,816
$ 743
$ 89,623
$ 759
Total impaired loans:
Residential Core $ 84,631
$ 661
$ 91,376
$ 765
Residential Home Today 36,675
329
40,980
368
Home equity loans and lines of credit 45,557
260
48,388
262
Total $ 166,863
$ 1,250
$ 180,744
$ 1,395


	For the Three Months Ended June 30,
	2020						2019
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related IVA recorded:
Residential Core	$	41,270	$	322	$	49,397	$	430
Residential Home Today	12,083		51		14,487		50
Home equity loans and lines of credit	15,317		75		21,060		118
Total	$	68,670	$	448	$	84,944	$	598
With an IVA recorded:
Residential Core	$	38,158	$	290	$	41,861	$	306
Residential Home Today	23,278		270		24,378		295
Home equity loans and lines of credit	28,123		165		27,583		168
Total	$	89,559	$	725	$	93,822	$	769
Total impaired loans:
Residential Core	$	79,428	$	612	$	91,258	$	736
Residential Home Today	35,361		321		38,865		345
Home equity loans and lines of credit	43,440		240		48,643		286
Total	$	158,229	$	1,173	$	178,766	$	1,367

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	For the Nine Months Ended June 30,
	2020						2019
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related IVA recorded:
Residential Core	$	42,783	$	1,062	$	52,196	$	1,231
Residential Home Today	12,466		151		14,962		174
Home equity loans and lines of credit	16,722		256		21,395		342
Total	$	71,971	$	1,469	$	88,553	$	1,747
With an IVA recorded:
Residential Core	$	40,039	$	891	$	38,058	$	1,008
Residential Home Today	23,542		828		24,907		888
Home equity loans and lines of credit	27,893		502		26,632		499
Total	$	91,474	$	2,221	$	89,597	$	2,395
Total impaired loans:
Residential Core	$	82,822	$	1,953	$	90,254	$	2,239
Residential Home Today	36,008		979		39,869		1,062
Home equity loans and lines of credit	44,615		758		48,027		841
Total	$	163,445	$	3,690	$	178,150	$	4,142

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 ~~$276~~$220 and ~~$392~~$793 for the three and nine months ended ~~December 31,~~June 30, 2020 and $343 and $1,082 for the three and nine months ended June 30, 2019, ~~and December 31, 2018,~~ respectively. 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, except cash payments may be applied to interest capitalized in a restructuring when collection of remaining amounts due is considered probable. Interest income on the remaining impaired loans is recognized on an accrual basis.

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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 one or more of 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 restructured in a TDR with a high debt-to-income ratio at time of modification;

•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 the loan, net of anticipated mortgage insurance claims, exceeds the fair value, less estimated costs to dispose of the underlying property. Management can determine if 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 estimated costs to dispose of the underlying property, or management determines the collateral is not sufficient to satisfy the loan. A loan in any portfolio 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.

Residential mortgage loans, home equity loans and lines of credit and construction 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 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. NaN loans whose terms were restructured in TDRs were reclassified from impaired loans during the ~~three months~~nine months ended ~~December 31, 2019~~June 30, 2020 and ~~December 31, 2018.~~

June 30, 2019.

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Initial concessions granted byon loans restructured as TDRs ~~can~~may include reduction of interest rate, extension of amortization period, forbearance or other actions. Some TDRs have experienced a combination of concessions. TDRs also ~~can~~may occur as a result of bankruptcy proceedings. Loans discharged in Chapter 7 bankruptcy are classified as multiple restructurings if the loan's original terms had also been restructured by the Company. The recorded investment in TDRs by category as of ~~December 31, 2019~~June 30, 2020 and September 30, 2019 is shown in the tables below.


December 31, 2019	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
June 30, 2020									June 30, 2020	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	33,792	$	24,865	$	17,736	$	76,393	Residential Core	$	31,662	$	23,562	$	16,418	$	71,642
Residential Home Today	15,868		16,565		3,098		35,531		Residential Home Today	15,504		15,499		3,219		34,222
Home equity loans and lines of credit	33,072		3,224		3,093		39,389		Home equity loans and lines of credit	31,570		3,052		2,692		37,314

Total	$	82,732	$	44,654	$	23,927	$	151,313	Total	$	78,736	$	42,113	$	22,329	$	143,178

September 30, 2019 Initial Restructuring Multiple
Restructurings Bankruptcy Total
Residential Core $ 35,829
$ 24,951
$ 19,494
$ 80,274
Residential Home Today 16,233
16,868
3,234
36,335
Home equity loans and lines of credit 34,459
3,115
3,225
40,799
Total $ 86,521
$ 44,934
$ 25,953
$ 157,408


September 30, 2019	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	35,829	$	24,951	$	19,494	$	80,274
Residential Home Today	16,233		16,868		3,234		36,335
Home equity loans and lines of credit	34,459		3,115		3,225		40,799

Total	$	86,521	$	44,934	$	25,953	$	157,408

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 their capacity to repay, such as loss of employment, reduction of work 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.

For all loans restructured during the three and nine months ended ~~December 31,~~June 30, 2020 and June 30, 2019 ~~and December 31, 2018~~ (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.


	For the Three Months Ended June 30, 2020
	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	807	$	946	$	655	$	2,408
Residential Home Today	456		302		225		983
Home equity loans and lines of credit	479		138		39		656
Total	$	1,742	$	1,386	$	919	$	4,047


	For the Three Months Ended June 30, 2019
	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	1,822	$	2,334	$	174	$	4,330
Residential Home Today	109		878		113		1,100
Home equity loans and lines of credit	974		299		81		1,354
Total	$	2,905	$	3,511	$	368	$	6,784

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	For the Three Months Ended December 31, 2019									For the Nine Months Ended June 30, 2020
	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total			Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	1,183	$	1,771	$	178	$	3,132	Residential Core	$	3,055	$	2,953	$	1,421	$	7,429
Residential Home Today	306		765		38		1,109		Residential Home Today	1,008		1,541		530		3,079
Home equity loans and lines of credit	264		378		280		922		Home equity loans and lines of credit	1,161		569		367		2,097
Total	$	1,753	$	2,914	$	496	$	5,163	Total	$	5,224	$	5,063	$	2,318	$	12,605


	For the Nine Months Ended June 30, 2019
	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	5,521	$	4,893	$	1,678	$	12,092
Residential Home Today	427		2,105		384		2,916
Home equity loans and lines of credit	6,194		933		352		7,479
Total	$	12,142	$	7,931	$	2,414	$	22,487

For the Three Months Ended December 31, 2018
Initial Restructuring Multiple
Restructurings Bankruptcy Total
Residential Core $ 2,766
$ 2
$ 922
$ 3,690
Residential Home Today 272
—
125
397
Home equity loans and lines of credit 3,534
—
200
3,734
Total $ 6,572
$ 2
$ 1,247
$ 7,821

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~~Below summarizes the~~The tables below summarize information onabout TDRs restructured within 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,							For the Three Months Ended June 30,
	2019			2018				2020				2019
TDRs That Subsequently Defaulted	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment		TDRs That Subsequently Defaulted	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
Residential Core	11	$	1,561	10	$	1,356	Residential Core	14	$	1,753	11	$	1,841
Residential Home Today	15	577		18	875		Residential Home Today	10	625		16	604
Home equity loans and lines of credit	7	503		10	661		Home equity loans and lines of credit	4	326		10	861
Total	33	$	2,641	38	$	2,892	Total	28	$	2,704	37	$	3,306


	For the Nine Months Ended June 30,
	2020				2019
TDRs That Subsequently Defaulted	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
Residential Core	14	$	1,753	15	$	2,355
Residential Home Today	10	625		20	767
Home equity loans and lines of credit	6	444		11	890
Total	30	$	2,822	46	$	4,012

Residential loans are internally assigned a grade that complies with the guidelines outlined in the OCC’s Handbook for Rating Credit Risk. Pass loans are assets well protected by the current paying capacity of the borrower. Special Mention loans have a potential weakness, as evaluated based on delinquency status or nature of the product, that the Company feels deserve management’s attention and may result in further deterioration in their repayment prospects and/or the Company’s credit position. Substandard loans are inadequately protected by the current payment capacity of the borrower or the collateral pledged with a defined weakness that jeopardizes the liquidation of the debt. Also included in Substandard are performing home equity loans and lines of credit where the customer has a severely delinquent first mortgage to which the performing home equity loan or line of credit is subordinate and all loans in Chapter 7 bankruptcy status where all borrowers have filed, and have not reaffirmed or been dismissed. Loss loans are considered uncollectible and are charged off when identified. Loss loans are of such little value that their continuance as bankable assets is not warranted even though partial recovery may be effected in the future.

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The following tables provide information about the credit quality of residential loan receivables by an internally assigned grade. Balances are adjusted for deferred loan fees, expenses and any applicable loans-in-process.


	Pass		Special Mention		Substandard		Loss		Total
June 30, 2020
Real estate loans:
Residential Core	$	10,962,732	$	3,812	$	37,137	$	—	$	11,003,681
Residential Home Today	64,840		—		12,535		—		77,375
Home equity loans and lines of credit	2,292,508		3,761		15,459		—		2,311,728
Construction	25,498		—		—		—		25,498
Total real estate loans	$	13,345,578	$	7,573	$	65,131	$	—	$	13,418,282

Pass
Special
Mention
Substandard Loss Total
December 31, 2019
Real estate loans:
Residential Core $ 11,104,802
$ 4,282
$ 39,707
$ —
$ 11,148,791
Residential Home Today 69,331
—
13,009
—
82,340
Home equity loans and lines of credit 2,228,691
2,391
17,549
—
2,248,631
Construction 22,402
—
—
—
22,402
Total real estate loans

$ 13,425,226
$ 6,673
$ 70,265
$ —
$ 13,502,164

Pass
Special
Mention
Substandard Loss Total
September 30, 2019
Real estate loans:
Residential Core $ 10,869,597
$ 4,348
$ 44,756
$ —
$ 10,918,701
Residential Home Today 70,631
—
13,983
—
84,614
Home equity loans and lines of credit 2,175,341
2,588
24,053
—
2,201,982
Construction 26,195
—
—
—
26,195
Total real estate loans

$ 13,141,764
$ 6,936
$ 82,792
$ —
$ 13,231,492


	Pass		Special Mention		Substandard		Loss		Total
September 30, 2019
Real estate loans:
Residential Core	$	10,869,597	$	4,348	$	44,756	$	—	$	10,918,701
Residential Home Today	70,631		—		13,983		—		84,614
Home equity loans and lines of credit	2,175,341		2,588		24,053		—		2,201,982
Construction	26,195		—		—		—		26,195
Total real estate loans	$	13,141,764	$	6,936	$	82,792	$	—	$	13,231,492

At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively, the recorded investment of impaired loans includes ~~$96,826~~$94,455 and $90,295 of TDRs individually evaluated for impairment that have adequately performed under the terms of the restructuring and are classified as Pass loans. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively, there were ~~$3,842~~$3,172 and $2,614 of loans classified Substandard and ~~$6,673~~$7,573 and $6,936 of loans designated Special Mention that are not included in the recorded investment of impaired loans; rather, they are included in loans collectively evaluated for impairment. Of the ~~$6,673~~$7,573 of loans classified Special Mention at ~~December 31, 2019, $4,282~~June 30, 2020, $3,812 are residential mortgage loans purchased which were

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current and performing at the time of purchase. These loans are designated Special Mention due to the absence of mortgage insurance coverage and potentially weaker repayment prospects when compared with the Company's originated ~~residential~~Residential Core Portfolio.

Other loans are internally assigned a grade of non-performing when they become 90 days or more past due. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, 0 other loans were graded as non-performing.

Activity in the allowance for loan losses is summarized as follows:


	For the Three Months Ended June 30, 2020
	Beginning Balance		Provisions		Charge-offs		Recoveries		Ending Balance
Real estate loans:
Residential Core	$	17,367	$	2,125	$	(440)	$	573	$	19,625
Residential Home Today	5,070		(12)		(220)		680		5,518
Home equity loans and lines of credit	21,945		(2,113)		(591)		1,175		20,416
Construction	5		—		—		—		5
Total real estate loans	$	44,387	$	—	$	(1,251)	$	2,428	$	45,564

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	For the Three Months Ended December 31, 2019													For the Three Months Ended June 30, 2019
	Beginning Balance		Provisions			Charge-offs			Recoveries		Ending Balance			Beginning Balance		Provisions		Charge-offs		Recoveries		Ending Balance
Real estate loans:													Real estate loans:
Residential Core	$	19,753	$	(1,766	)	$	(485	)	$	810	$	18,312	Residential Core	$	19,587	$	(865)	$	(500)	$	498	$	18,720
Residential Home Today	4,209		(145		)	(359		)	527		4,232		Residential Home Today	3,275		(25)		(257)		385		3,378
Home equity loans and lines of credit	14,946		(1,088		)	(745		)	1,631		14,744		Home equity loans and lines of credit	17,420		(1,110)		(760)		1,661		17,211
Construction	5		(1		)	—			—		4		Construction	4		—		—		—		4
Total real estate loans	$	38,913	$	(3,000	)	$	(1,589	)	$	2,968	$	37,292	Total real estate loans	$	40,286	$	(2,000)	$	(1,517)	$	2,544	$	39,313


	For the Three Months Ended December 31, 2018													For the Nine Months Ended June 30, 2020
	Beginning Balance		Provisions			Charge-offs			Recoveries		Ending Balance			Beginning Balance		Provisions		Charge-offs		Recoveries		Ending Balance
Real estate loans:													Real estate loans:
Residential Core	$	18,288	$	909		$	(243	)	$	211	$	19,165	Residential Core	$	19,753	$	(478)	$	(1,397)	$	1,747	$	19,625
Residential Home Today	3,204		317			(241		)	468		3,748		Residential Home Today	4,209		250		(808)		1,867		5,518
Home equity loans and lines of credit	20,921		(3,225		)	(843		)	2,168		19,021		Home equity loans and lines of credit	14,946		3,228		(1,948)		4,190		20,416
Construction	5		(1		)	—			—		4		Construction	5		—		—		—		5
Total real estate loans	$	42,418	$	(2,000	)	$	(1,327	)	$	2,847	$	41,938	Total real estate loans	$	38,913	$	3,000	$	(4,153)	$	7,804	$	45,564


	For the Nine Months Ended June 30, 2019
	Beginning Balance		Provisions		Charge-offs		Recoveries		Ending Balance
Real estate loans:
Residential Core	$	18,288	$	(1)	$	(1,042)	$	1,475	$	18,720
Residential Home Today	3,204		(720)		(583)		1,477		3,378
Home equity loans and lines of credit	20,921		(7,278)		(2,078)		5,646		17,211
Construction	5		(1)		—		—		4
Total real estate loans	$	42,418	$	(8,000)	$	(3,703)	$	8,598	$	39,313


5.	~~LEASES~~

5.LEASES

On October 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), and all related amendments which require lessees to recognize operating leases on the Consolidated Statements of Condition as lease assets (a right-of-use asset) and lease liabilities (a liability to make lease payments), measured on a discounted basis. Prior to October 1, 2019, operating leases were not recorded on the ~~balance sheet.~~Consolidated Statements of Condition. As permitted under ASC 842, the Company has made an accounting policy election to exempt leases with an initial term of twelve months or less from ~~balance sheet~~the Consolidated Statements of Condition recognition and to expense them over the lease term. ~~As of December 31, 2019 the Company has no leases with an initial term of twelve months or less.~~ The Company elected the practical expedient to account for lease and non-lease components as a single lease component for all classes of assets. The Company also elected the package of practical expedients that do not require reassessment of whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or initial direct costs for any existing leases. The Company also adopted ASU 2018-11, Leases (Topic 842) Targeted Improvements, and elected not to recast comparative periods in the period of adoption of ASU 2016-02. ~~Refer to~~ ~~Note 15. Recent Accounting Pronouncements, for further discussions regarding the~~The adoption of ~~this new guidance.~~ASU 2018-11 did not result in a cumulative effect adjustment to beginning retained earnings.

As a lessee, the Company enters into leases of buildings and land. The Company occupies certain banking branches and a disaster recovery site through non-cancellable operating leases with remaining terms ranging from less than one year to 1817 years. The Company ~~has no~~does not have financing leases. Most of the leases have fixed payment terms with annual fixed-escalation clauses. Certain leases have annual rent escalations based on subsequent year-to-year changes in the consumer price index. These year-to-year changes in the consumer price index are excluded from the calculation of right-of-use assets and lease liabilities and recognized as expense in the period in which they are incurred. Additionally, all variable lease costs that are not based on an index or rate, such as "common area maintenance" costs, are expensed as incurred. Most of the Company's leases include options to extend for periods that range from five to 10 years. ~~None of the~~The leases do not have early-termination options. The Company has not included term extensions in the calculation of the lease term, as the Company does not consider it reasonably certain

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that the options will be exercised. As the interest rate implicit in all of the Company's lease contracts is not readily

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determinable, the Company utilized its incremental borrowing rate, which is the rate that would be incurred to borrow on a collateralized basis over a similar term on an amount equal to the total contractual lease payments in a similar economic environment. The incremental borrowing rate utilized for all the Company's leases is the FHLB Advance rate based on the lease term at commencement in determining the present value of lease payments.

Operating ~~and variable~~ lease expenses for the three and nine months ended ~~December 31, 2019~~June 30, 2020 totaled ~~$1,295~~$1,272 and ~~$336,~~$3,841, respectively. Variable lease expenses for the three and nine months ended June 30, 2020 totaled $298 and $950, respectively. During the three and nine months ended ~~December 31, 2019,~~June 30, 2020, the Company paid ~~$1,264~~$1,268 and $3,800 in cash for amounts included in the measurement of lease liabilities. As of ~~December 31, 2019,~~June 30, 2020, the Company has not entered into any material leases that have not yet commenced.

The following table summarizes information relating to the Company's operating leases as of ~~December 31, 2019:~~June 30, 2020:

Right-of-use assets (a) $ 18,362
Lease liabilities (b) $ 18,708
Weighted Average Remaining Lease Term 6.34 years
Weighted Average Discount Rate 1.92 %



Right-of-use assets (a)	$	16,631
Lease liabilities (b)	$	16,988
Weighted Average Remaining Lease Term	6.19 years
Weighted Average Discount Rate	1.92		%

(a) Included in other assets in the Consolidated Statements of Condition

(b) Included in accrued expenses and other liabilities in the Consolidated Statements of Condition

The following table summarizes the maturities of lease liabilities as of ~~December 31, 2019:~~June 30, 2020:

Maturing in: Amount
12 months or less $ 4,988
13 to 24 months 4,023
25 to 36 months 3,183
37 to 48 months 2,285
49 to 60 months 1,659
over 60 months 3,874
Total minimum lease payments 20,012
Less imputed interest 1,304
Total lease liabilities $ 18,708


Maturing in:	Amount
12 months or less	$	4,697
13 to 24 months	3,692
25 to 36 months	2,925
37 to 48 months	2,048
49 to 60 months	1,348
over 60 months	3,443
Total minimum lease payments	18,153
Less imputed interest	1,165
Total lease liabilities	$	16,988

The following table summarizes the future minimum payments as of September 30, 2019, prior to the date of adoption and as defined by previous lease accounting guidance, ASC 840, with non-cancellable operating lease terms expiring after September 30, 2019:

Maturing in: Amount
12 months or less $ 4,881
13 to 24 months 4,145
25 to 36 months 3,171
37 to 48 months 2,366
49 to 60 months 1,613
over 60 months 4,209
Total minimum lease payments $ 20,385

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6.Maturing in:	~~DEPOSITS~~Amount
12 months or less	$	4,881
13 to 24 months	4,145
25 to 36 months	3,171
37 to 48 months	2,366
49 to 60 months	1,613
over 60 months	4,209
Total minimum lease payments	$	20,385

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6.DEPOSITS

Deposit account balances are summarized as follows:

December 31,
2019 September 30,
2019
Checking accounts $ 891,780
$ 862,647
Savings accounts, excluding money market accounts 1,035,394
1,042,357
Money market accounts 469,138
441,843
Certificates of deposit 6,600,307
6,415,824
8,996,619
8,762,671
Accrued interest 4,301
3,713
Total deposits $ 9,000,920
$ 8,766,384


	June 30, 2020		September 30, 2019
Checking accounts	$	983,308	$	862,647
Savings accounts, excluding money market accounts	1,074,988		1,042,357
Money market accounts	490,969		441,843
Certificates of deposit	6,677,078		6,415,824
	9,226,343		8,762,671
Accrued interest	3,768		3,713
Total deposits	$	9,230,111	$	8,766,384

Brokered certificates of deposit (exclusive of acquisition costs and subsequent amortization), which are used as a cost effective funding alternative, totaled ~~$501,360~~$553,860 at ~~December 31, 2019~~June 30, 2020 and $507,800 at September 30, 2019. The FDIC places restrictions on banks with regard to issuing brokered deposits based on the bank's capital classification. As a well-capitalized institution at ~~December 31, 2019~~June 30, 2020 and September 30, 2019, the Association may accept brokered deposits without FDIC restrictions.

7. BORROWED FUNDS

Federal Home Loan Bank borrowings at ~~December 31, 2019~~June 30, 2020 are summarized in the table below. The amount and weighted average rates of certain FHLB Advances maturing in 2412 months or less reflect the net impact of deferred penalties discussed below:

Amount
Weighted
Average
Rate
Maturing in:
12 months or less $ 3,419,603
1.75 %
13 to 24 months 636
1.47 %
25 to 36 months 1,800
0.96 %
37 to 48 months 165,000
1.90 %
49 to 60 months 275,000
1.68 %
Over 60 months 20,903
1.68 %
Total FHLB Advances 3,882,942
1.75 %
Accrued interest 6,707

Total $ 3,889,649


	Amount		Weighted Average Rate
Maturing in:
12 months or less	$	3,196,113	0.34	%
13 to 24 months	249		1.49	%
25 to 36 months	16,515		2.80	%
37 to 48 months	250,000		1.70	%
49 to 60 months	275,000		1.69	%
Over 60 months	19,303		1.66	%
Total FHLB Advances	3,757,180		0.55	%
Accrued interest	1,968
Total	$	3,759,148

For the nine month periods ending ~~December 31,~~June 30, 2020 and June 30, 2019 ~~and December 31, 2018~~ net interest expense related to Federal Home Loan Bank short-term borrowings was ~~$14,295~~$39,500 and ~~$14,246,~~$44,589, respectively.

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Through the use of interest rate swaps discussed in Note 14. Derivative Instruments, ~~$2,800,000~~$3,075,000 of FHLB advances included in the table above as maturing in 12 months or less, have effective maturities, assuming no early terminations of the swap contracts, as shown below:

Amount
Swap Adjusted Weighted
Average
Rate
Effective maturity:
12 months or less $ 125,000
1.25 %
13 to 24 months 550,000
1.27 %
25 to 36 months 875,000
1.94 %
37 to 48 months 175,000
2.66 %
49 to 60 months 275,000
1.69 %
Over 60 months 800,000
2.34 %
Total FHLB Advances under swap contracts $ 2,800,000
1.91 %


	Amount		Swap Adjusted Weighted Average Rate
Effective maturity:
12 months or less	$	400,000	1.21	%
13 to 24 months	825,000		1.79	%
25 to 36 months	400,000		2.12	%
37 to 48 months	250,000		1.72	%
49 to 60 months	400,000		1.34	%
Over 60 months	800,000		2.20	%
Total FHLB Advances under swap contracts	$	3,075,000	1.80	%

During fiscal year 2016, $150,000 of fixed-rate FHLB advances with remaining terms of approximately four years were prepaid and replaced with new four- and five-year interest rate swap arrangements. The unamortized deferred repayment penalties of ~~$413~~$177 related to the $150,000 of restructuring are being recognized in interest expense over the remaining term of the swap contracts.

8. OTHER COMPREHENSIVE INCOME (LOSS)

The change in accumulated other comprehensive income (loss) by component is as follows:


	For the Three Months Ended												For the Three Months Ended													For the Three Months Ended														For the Three Months Ended
	December 31, 2019												December 31, 2018													June 30, 2020														June 30, 2019
	Unrealized Gains (Losses) on Securities Available for Sale			Cash flow hedges			Defined Benefit Plan			Total			Unrealized Gains (Losses) on Securities Available for Sale			Cash flow hedges			Defined Benefit Plan			Total				Unrealized Gains (Losses) on Securities Available for Sale		Cash flow hedges		Defined Benefit Plan		Total		Unrealized Gains (Losses) on Securities Available for Sale		Cash flow hedges		Defined Benefit Plan		Total
Balance at beginning of period	$	(2,165	)	$	(44,915	)	$	(22,299	)	$	(69,379	)	$	(13,624	)	$	51,914		$	(15,068	)	$	23,222		Balance at beginning of period	$	10,011	$	(119,479)	$	(21,395)	$	(130,863)	$	(5,146)	$	6,156	$	(14,540)	$	(13,530)
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $5,022 and $(5,158)	2,923			15,972			—			18,895			5,097			(24,500		)	—			(19,403		)
Amounts reclassified, net of tax expense (benefit) of $(84) and $(547)	—			(767		)	452			(315		)	—			(2,322		)	264			(2,058		)
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(5,334) and $(7,956)																									Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(5,334) and $(7,956)	(4,010)		(16,056)		—		(20,066)		4,133		(34,055)		—		(29,922)
Amounts reclassified, net of tax expense (benefit) of $1,313 and $(671)																									Amounts reclassified, net of tax expense (benefit) of $1,313 and $(671)	—		4,485		451		4,936		—		(2,789)		264		(2,525)
Other comprehensive income (loss)	2,923			15,205			452			18,580			5,097			(26,822		)	264			(21,461		)	Other comprehensive income (loss)	(4,010)		(11,571)		451		(15,130)		4,133		(36,844)		264		(32,447)
Balance at end of period	$	758		$	(29,710	)	$	(21,847	)	$	(50,799	)	$	(8,527	)	$	25,092		$	(14,804	)	$	1,761		Balance at end of period	$	6,001	$	(131,050)	$	(20,944)	$	(145,993)	$	(1,013)	$	(30,688)	$	(14,276)	$	(45,977)

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	For the Nine Months Ended														For the Nine Months Ended
	June 30, 2020														June 30, 2019
	Unrealized Gains (Losses) on Securities Available for Sale		Cash flow hedges		Defined Benefit Plan		Total		Unrealized Gains (Losses) on Securities Available for Sale		Cash flow hedges		Defined Benefit Plan		Total
Balance at beginning of period	$	(2,165)	$	(44,915)	$	(22,299)	$	(69,379)	$	(13,624)	$	51,914	$	(15,068)	$	23,222
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(21,879) and $(16,396)	8,166		(90,472)		—		(82,306)		12,611		(74,286)		—		(61,675)
Amounts reclassified, net of tax expense (benefit) of $1,514 and $(2,000)	—		4,337		1,355		5,692		—		(8,316)		792		(7,524)
Other comprehensive income (loss)	8,166		(86,135)		1,355		(76,614)		12,611		(82,602)		792		(69,199)

Balance at end of period	$	6,001	$	(131,050)	$	(20,944)	$	(145,993)	$	(1,013)	$	(30,688)	$	(14,276)	$	(45,977)

The following table presents the reclassification adjustment out of accumulated other comprehensive income included in net income and the corresponding line item on the consolidated statements of income for the periods indicated:


	Amounts Reclassified from Accumulated Other Comprehensive Income								Amounts Reclassified from Accumulated Other Comprehensive Income									Amounts Reclassified from Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components	For the Three Months Ended December 31,						Line Item in the Consolidated Statement of Income	Details about Accumulated Other Comprehensive Income Components	For the Three Months Ended June 30,									For the Nine Months Ended June 30,					Line Item in the Consolidated Statement of Income
	2019			2018							2020			2019			2020			2019		Line Item in the Consolidated Statement of Income
Cash flow hedges:								Cash flow hedges:
Interest (income) expense	$	(971	)	$	(2,939	)	Interest expense	Interest (income) expense	$	5,677		$	(3,530)		$	5,490		$	(10,526)		Interest expense
Net income tax effect	204			617			Income tax expense	Net income tax effect	(1,192)			741			(1,153)			2,210			Income tax expense
Net of income tax expense (benefit)	(767		)	(2,322		)		Net of income tax expense (benefit)	4,485			(2,789)			4,337			(8,316)

Amortization of defined benefit plan:								Amortization of defined benefit plan:
Actuarial loss	572			334			(a)	Actuarial loss	572			334			1,716			1,002			(a)
Net income tax effect	(120		)	(70		)	Income tax expense	Net income tax effect	(121)			(70)			(361)			(210)			Income tax expense
Net of income tax expense (benefit)	452			264				Net of income tax expense (benefit)	451			264			1,355			792


Total reclassifications for the period	$	(315	)	$	(2,058	)		Total reclassifications for the period	$	4,936		$	(2,525)		$	5,692		$	(7,524)

(a) This item is included in the computation of net periodic pension cost. See Note 10. Defined Benefit Plan for additional disclosure.

9. INCOME TAXES

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in various state and city jurisdictions. The Company is no longer subject to income tax examinations in its major jurisdictions for tax years prior to 2016.

The Company recognizes interest and penalties on income tax assessments or income tax refunds, where applicable, in the financial statements as a component of its provision for income taxes.

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The Company’s combined federal and state effective income tax rate was ~~19.4%~~16.6% and ~~23.3%~~21.9% for the ~~three~~nine months ended ~~December 31,~~June 30, 2020 and June 30, 2019, ~~and December 31, 2018,~~ respectively. The decrease in the effective tax rate is primarily due to ~~lower state~~the passage of the CARES Act, which permits a carry back of net tax ~~expense~~operating losses to years taxed at a higher rate, and an increase in excess tax benefits associated with equity compensation during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 compared to the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019.

The Company makes certain investments in limited partnerships which invest in affordable housing projects that qualify for the Low Income Housing Tax Credit (LIHTC). The Company acts as a limited partner in these investments and does not exert control over the operating or financial policies of the partnership. The Company accounts for its interests in LIHTCs using the proportional amortization method. The impact of the Company's investments in tax credit entities on the provision for income taxes was not material during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 and ~~December 31, 2018.~~June 30, 2019.

10. DEFINED BENEFIT PLAN

The Third Federal Savings Retirement Plan (the “Plan”) is a defined benefit pension plan. Effective December 31, 2002, the Plan was amended to limit participation to employees who met the Plan’s eligibility requirements on that date. Effective December 31, 2011, the Plan was amended to freeze future benefit accruals for participants in the Plan. After December 31, 2002, employees not participating in the Plan, upon meeting the applicable eligibility requirements, and those eligible participants who no longer receive service credits under the Plan, participate in a separate tier of the Company’s defined contribution 401(k) Savings Plan. Benefits under the Plan are based on years of service and the employee’s average annual compensation (as defined in the Plan) through December 31, 2011. The funding policy of the Plan is consistent with the funding requirements of U.S. federal and other governmental laws and regulations.

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The components of net periodic cost recognized in other non-interest expense in the unaudited Consolidated Statements of Income are as follows:

Three Months Ended
December 31,
2019 2018
Interest cost $ 699
$ 807
Expected return on plan assets (1,163 ) (1,146 )
Amortization of net loss 572
334
Net periodic cost (benefit) $ 108
$ (5 )


	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2020		2019		2020		2019

Interest cost	$	699	$	808	$	2,098	$	2,422
Expected return on plan assets	(1,163)		(1,146)		(3,489)		(3,438)
Amortization of net loss	572		334		1,716		1,002




Net periodic cost (benefit)	$	108	$	(4)	$	325	$	(14)

There were 0 required minimum employer contributions during the nine months ended June 30, 2020. However, the Company made a voluntary contribution of $5,000 during the three months ended ~~December 31, 2019.~~June 30, 2020. There are 0 ~~required minimum~~other employer contributions, voluntary or required, expected during the remainder of the fiscal year ending September 30, 2020.

11. EQUITY INCENTIVE PLAN

In December 2019, 73,700 restricted stock units were granted to certain directors and officers of the Company and 51,800 performance ~~stock~~share units were granted to certain officers of the Company. The awards were made pursuant to the Amended and Restated 2008 Equity Incentive Plan, which was approved at the annual meeting of shareholders held on February 22, 2018.

The following table presents share-based compensation expense recognized during the periods presented.

Three Months Ended December 31,
2019 2018
Stock option expense $ 188
$ 237
Restricted stock units expense 860
844
Performance share units expense 141
—
Total stock-based compensation expense $ 1,189
$ 1,081


	Three Months Ended June 30,						Nine Months Ended June 30,
	2020		2019		2020		2019
Stock option expense	$	119	$	198	$	441	$	635
Restricted stock units expense	832		918		2,491		2,708
Performance share units expense	227		$	—	595		—
Total stock-based compensation expense	$	1,178	$	1,116	$	3,527	$	3,343

At ~~December 31, 2019~~, ~~3,849,700~~June 30, 2020, 3,689,900 shares were subject to options, with a weighted average exercise price of ~~$13.94~~$13.78 per share and a weighted average grant date fair value of ~~$2.61~~$2.59 per share. Expected future expense related to the ~~600,780~~528,100 non-vested options outstanding as of ~~December 31, 2019~~June 30, 2020 is ~~$417~~$157 over a weighted average period of ~~0.8~~0.4 years. At ~~December 31, 2019~~, ~~542,276~~June 30, 2020, 527,364 restricted stock units and 116,300 performance ~~stock~~share units with a weighted average grant date fair value of ~~$15.60~~$15.62 and $17.42 per unit, respectively, are unvested. Expected future compensation expense relating to the ~~1,312,873~~1,293,112 restricted stock units and

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116,300 performance ~~stock~~share units outstanding as of ~~December 31, 2019~~June 30, 2020 is ~~$4,012~~$2,307 over a weighted average period of ~~1.6~~1.5 years and ~~$1,472~~$1,018 over a weighted average period of ~~1.9~~1.6 years, respectively. Each unit is equivalent to one share of common stock.

12. COMMITMENTS AND CONTINGENT LIABILITIES

In the normal course of business, the Company enters into commitments with off-balance sheet risk to meet the financing needs of its customers. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to originate loans generally have fixed expiration dates of 60 to 360 days or other termination clauses and may require payment of a fee. Unfunded commitments related to home equity lines of credit generally expire from five to 10 years following the date that the line of credit was established, subject to various conditions, including compliance with payment obligations, adequacy of collateral securing the line and maintenance of a satisfactory credit profile by the borrower. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Off-balance sheet commitments to extend credit involve elements of credit risk and interest rate risk in excess of the amount recognized in the consolidated statements of condition. The Company’s exposure to credit loss in the event of nonperformance by the other party to the commitment is represented by the contractual amount of the commitment. The

Company generally uses the same credit policies in making commitments as it does for on-balance-sheet instruments. Interest rate risk on commitments to extend credit results from the possibility that interest rates may have moved unfavorably from the position of the Company since the time the commitment was made.

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At ~~December 31, 2019~~,June 30, 2020, the Company had commitments to originate loans as follows:

Fixed-rate mortgage loans $ 196,382
Adjustable-rate mortgage loans 266,517
Equity loans and lines of credit 123,540
Total $ 586,439


Fixed-rate mortgage loans	$	472,276
Adjustable-rate mortgage loans	326,523
Equity loans and lines of credit	86,591
Total	$	885,390

At ~~December 31, 2019~~,June 30, 2020, the Company had unfunded commitments outstanding as follows:

Equity lines of credit $ 2,298,011
Construction loans 28,972
Total $ 2,326,983


Equity lines of credit	$	2,507,084
Construction loans	28,447
Total	$	2,535,531

At ~~December 31, 2019~~,June 30, 2020, the unfunded commitment on home equity lines of credit, including commitments for accounts suspended as a result of material default or a decline in equity, is was $2,521,450.

At June 30, 2020 and September 30, 2019, the Company had $45,231and $0, respectively, in commitments to

securitize and sell mortgage loans.

~~$2,310,802~~.

The above commitments are expected to be funded through normal operations.

The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s consolidated financial condition, results of operation, or statements of cash flows.

13. FAIR VALUE

Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date under current market conditions. A fair value framework is established whereby assets and liabilities measured at fair value are grouped into three levels of a fair value hierarchy, based on the transparency of inputs and the reliability of assumptions used to estimate fair value. The Company’s policy is to recognize transfers between levels of the hierarchy as of the end of the reporting period in which the transfer occurs. The three levels of inputs are defined as follows:



Level 1 –						quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 –						quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets with few transactions, or model-based valuation techniques using assumptions that are observable in the market.
Level 3 –						a company’s own assumptions about how market participants would price an asset or liability.

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As permitted under the fair value guidance in U.S. GAAP, the Company elects to measure at fair value mortgage loans classified as held for sale that are subject to pending agency contracts to securitize and sell loans. This election is expected to reduce volatility in earnings related to market fluctuations between the contract trade and settlement dates. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively, there were 0$45,231 and $0 of loans held for sale, all of which were current, with unpaid principal balances of $43,236 and $0, subject to pending agency contracts for which the fair value option was elected. Included in the net gain on the sale of loans is $2,331 and $0 for the three months ending June 30, 2020 and 2019, respectively, and $2,331 and $0 for the nine months ending June 30, 2020 and 2019, respectively, related to the changes during the period in fair value of loans held for sale subject to pending agency contracts.

Presented below is a discussion of the methods and significant assumptions used by the Company to estimate fair value.

Investment Securities Available for Sale—Investment securities available for sale are recorded at fair value on a recurring basis. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively, this includes ~~$553,997~~$514,330 and $547,864 of investments in U.S. government obligations including highly liquid collateralized mortgage obligations issued by Fannie Mae, Freddie Mac and Ginnie Mae, measured using the market approach. The fair values of investment securities represent unadjusted price estimates obtained from third party independent nationally recognized pricing services using pricing models or quoted prices of securities with similar characteristics and are included in Level 2 of the hierarchy. Third party pricing is reviewed on a monthly basis for reasonableness based on the market knowledge and experience of company personnel that interact daily with the markets for these types of securities.

Mortgage Loans Held for Sale—The fair value of mortgage loans held for sale is estimated on an aggregate basis using a market approach based on quoted secondary market pricing for loan portfolios with similar characteristics. Loans held for sale are carried at the lower of cost or fair value except, as described above, the Company elects the fair value measurement option for mortgage loans held for sale subject to pending agency contracts to securitize and sell loans. Loans held for sale are

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included in Level 2 of the hierarchy. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, there were ~~$9,608~~$45,231 and ~~$3,666~~,$0, respectively, of loans held for sale measured at fair value and $5,908 and $3,666, respectively, of loans held for sale carried at cost. Interest income on mortgage loans held for sale is recorded in interest income on loans.

Impaired Loans—Impaired loans represent certain loans held for investment that are subject to a fair value measurement under U.S. GAAP because they are individually evaluated for impairment and that impairment is measured using a fair value measurement, such as the fair value of the underlying collateral. Impairment is measured using a market approach based on the fair value of the collateral, less estimated costs to dispose, for loans the Company considers to be collateral-dependent due to a delinquency status or other adverse condition severe enough to indicate that the borrower can no longer be relied upon as the continued source of repayment. These conditions are described more fully in Note 4. Loans and Allowance for Loan Losses. To calculate impairment of collateral-dependent loans, the fair market values of the collateral, estimated using exterior appraisals in the majority of instances, are reduced by calculated estimated costs to dispose, derived from historical experience and recent market conditions. Any indicated impairment is recognized by a charge to the allowance for loan losses. Subsequent increases in collateral values or principal pay downs on loans with recognized impairment could result in an impaired loan being carried below its fair value. When no impairment loss is indicated, the carrying amount is considered to approximate the fair value of that loan to the Company because contractually that is the maximum recovery the Company can expect. The recorded investment of loans individually evaluated for impairment based on the fair value of the collateral are included in Level 3 of the hierarchy with assets measured at fair value on a non-recurring basis. The range and weighted average impact of estimated costs to dispose on fair values is determined at the time of impairment or when additional impairment is recognized and is included in quantitative information about significant unobservable inputs later in this note.

Loans held for investment that have been restructured in TDRs, are performing according to the restructured terms of the loan agreement and not evaluated based on collateral are individually evaluated for impairment using the present value of future cash flows based on the loan’s effective interest rate, which is not a fair value measurement. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively, this included ~~$98,227~~$94,798 and ~~$98,875~~$98,875 in recorded investment of TDRs with related allowances for loss of ~~$13,437~~$12,890 and ~~$13,399~~.$13,399.

Real Estate Owned—Real estate owned includes real estate acquired as a result of foreclosure or by deed in lieu of foreclosure and is carried at the lower of the cost basis or fair value, less estimated costs to dispose. The carrying amounts of real estate owned at ~~December 31, 2019~~June 30, 2020 and September 30, 2019 were ~~$2,813~~$1,395 and $2,163, respectively. Fair value is estimated under the market approach using independent third party appraisals. As these properties are actively marketed, estimated fair values may be adjusted by management to reflect current economic and market conditions. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, these adjustments were not significant to reported fair values. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively, ~~$2,401~~$734 and ~~$987~~$987 of real estate owned is included in Level 3 of the hierarchy with assets measured at fair value on a non-recurring basis where the cost basis equals or exceeds the estimate of fair values, less estimated costs to dispose of these properties. Real estate

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owned, included in other assets in the Consolidated Statements of Condition, includes estimated costs to dispose of ~~$313~~$88 and ~~$146~~$146 related to properties measured at fair value and ~~$725~~$749 and ~~$1,322~~$1,322 of properties carried at their original or adjusted cost basis at ~~December 31, 2019~~June 30, 2020 and September 30, 2019, respectively.

Derivatives—Derivative instruments include interest rate locks on commitments to originate loans for the held for sale portfolio, forward commitments on contracts to deliver mortgage loans and interest rate swaps designated as cash flow hedges. Derivatives not designated as cash flow hedges are reported at fair value in other assets or other liabilities on the Consolidated Statement of Condition with changes in value recorded in current earnings. Derivatives qualifying as cash flow hedges ~~when highly effective,~~ are ~~reported in other assets or other liabilities~~settled daily, bringing the fair value to $0. Refer to Note 14. Derivative Instruments for additional information on ~~the Consolidated Statement of Condition with changes in value recorded in OCI.~~cash flow hedges. The fair value of interest rate lock commitments is adjusted by a closure rate based on the estimated percentage of commitments that will result in closed loans. The range and weighted average impact of the closure rate is included in quantitative information about significant unobservable inputs later in this note. A significant change in the closure rate may result in a significant change in the ending fair value measurement of these derivatives relative to their total fair value. Because the closure rate is a significantly unobservable assumption, interest rate lock commitments are included in Level 3 of the hierarchy. Forward commitments on contracts to deliver mortgage loans are included in Level 2 of the hierarchy.

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Assets and liabilities carried at fair value on a recurring basis in the Consolidated Statements of Condition at ~~December 31, 2019~~June 30, 2020 and September 30, 2019 are summarized below. There were 0 liabilities carried at fair value on a recurring basis at either date.


			Recurring Fair Value Measurements at Reporting Date Using									Recurring Fair Value Measurements at Reporting Date Using
	December 31, 2019		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs			June 30, 2020		Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)							(Level 1)			(Level 2)			(Level 3)
Assets									Assets
Investment securities available for sale:									Investment securities available for sale:

REMICs	$	547,342	$	—	$	547,342	$	—	REMICs	$	507,940	$	—		$	507,940		$	—
Fannie Mae certificates	6,655		—		6,655		—		Fannie Mae certificates	6,390		—			6,390			—

Mortgage loans held for sale									Mortgage loans held for sale	45,231		—			45,231			—
Derivatives:									Derivatives:
Interest rate lock commitments	54		—		—		54		Interest rate lock commitments	681		—			—			681
Forward commitments for the sale of mortgage loans									Forward commitments for the sale of mortgage loans	$	13	$	—		$	13		$	—

Total	$	554,051	$	—	$	553,997	$	54	Total	$	560,255	$	—		$	559,574		$	681


			Recurring Fair Value Measurements at Reporting Date Using
	September 30, 2019		Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs
					(Level 1)			(Level 2)			(Level 3)
Assets
Investment securities available for sale:

REMICs	$	541,042	$	—		$	541,042		$	—
Fannie Mae certificates	6,822		—			6,822			—

Derivatives:
Interest rate lock commitments	44		—			—			44

Total	$	547,908	$	—		$	547,864		$	44

Recurring Fair Value Measurements at Reporting Date Using
September 30, 2019 Quoted Prices in
Active Markets for
Identical Assets Significant Other
Observable Inputs Significant
Unobservable
Inputs
(Level 1) (Level 2) (Level 3)
Assets
Investment securities available for sale:
REMICs $ 541,042
$ —
$ 541,042
$ —
Fannie Mae certificates 6,822
—
6,822
—
Derivatives:
Interest rate lock commitments 44
—
—
44
Total $ 547,908
$ —
$ 547,864
$ 44

The table below presents a reconciliation of the beginning and ending balances and the location within the Consolidated Statements of Income where gains (losses) due to changes in fair value are recognized on interest rate lock commitments which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

Three Months Ended December 31,
2019 2018
Beginning balance $ 44
$ (2 )
Gain (loss) during the period due to changes in fair value:
Included in other non-interest income 10
79
Ending balance $ 54
$ 77
Change in unrealized gains for the period included in earnings for assets held at end of the reporting date $ 54
$ 77

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	Three Months Ended June 30,						Nine Months Ended June 30,
	2020		2019		2020		2019
Beginning balance	$	592	$	141	$	44	$	(2)
Gain (loss) during the period due to changes in fair value:
Included in other non-interest income	89		70		637		213
Ending balance	$	681	$	211	$	681	$	211
Change in unrealized gains for the period included in earnings for assets held at end of the reporting date	$	681	$	211	$	681	$	211

Summarized in the tables below are those assets measured at fair value on a nonrecurring basis.


			Nonrecurring Fair Value Measurements at Reporting Date Using
	June 30, 2020		Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs
					(Level 1)			(Level 2)			(Level 3)
Impaired loans, net of allowance	$	61,616	$	—		$	—		$	61,616

Real estate owned⁽¹⁾	734		—			—			734
Total	$	62,350	$	—		$	—		$	62,350

Nonrecurring Fair Value Measurements at Reporting Date Using
December 31,
2019
Quoted Prices in
Active Markets for
Identical Assets

Significant Other
Observable Inputs

Significant
Unobservable
Inputs
(Level 1) (Level 2) (Level 3)
Impaired loans, net of allowance $ 65,021
$ —
$ —
$ 65,021
Real estate owned⁽¹⁾
2,401
—
—
2,401
Total $ 67,422
$ —
$ —
$ 67,422
⁽¹⁾Amounts represent fair value measurements of properties before deducting estimated costs to dispose.

⁽¹⁾


			Nonrecurring Fair Value Measurements at Reporting Date Using
	September 30, 2019		Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs
					(Level 1)			(Level 2)			(Level 3)
Impaired loans, net of allowance	$	71,492	$	—		$	—		$	71,492
Real estate owned⁽¹⁾	987		—			—			987
Total	$	72,479	$	—		$	—		$	72,479

⁽¹⁾Amounts represent fair value measurements of properties before deducting estimated costs to dispose.

~~Amounts represent fair value measurements of properties before deducting estimated costs to dispose.~~

Nonrecurring Fair Value Measurements at Reporting Date Using
September 30,
2019
Quoted Prices in
Active Markets for
Identical Assets

Significant Other
Observable Inputs

Significant
Unobservable
Inputs
(Level 1) (Level 2) (Level 3)
Impaired loans, net of allowance $ 71,492
$ —
$ —
$ 71,492
Real estate owned⁽¹⁾
987
—
—
987
Total $ 72,479
$ —
$ —
$ 72,479


⁽¹⁾	~~Amounts represent fair value measurements of properties before deducting estimated costs to dispose.~~

The following provides quantitative information about significant unobservable inputs categorized within Level 3 of the Fair Value Hierarchy. The interest rate lock commitments include both mortgage origination applications and preapprovals. Preapprovals have a much lower closure rate than origination applications as reflected in the weighted average closure rate.


	Fair Value								Fair Value
	December 31, 2019	Valuation Technique(s)	Unobservable Input	Range			Weighted Average		June 30, 2020	Valuation Technique(s)	Unobservable Input	Range						Weighted Average
Impaired loans, net of allowance	$65,021	Market comparables of collateral discounted to estimated net proceeds	Discount appraised value to estimated net proceeds based on historical experience:					Impaired loans, net of allowance	$61,616	Market comparables of collateral discounted to estimated net proceeds	Discount appraised value to estimated net proceeds based on historical experience:
			• Residential Properties	0	-	30%	6.2%						• Residential Properties		0	-	34%		6.3%

Interest rate lock commitments	$54	Quoted Secondary Market pricing	Closure rate	0	-	100%	58.3%	Interest rate lock commitments	$681	Quoted Secondary Market pricing	Closure rate	0	-	100%		67.1%

Fair Value
September 30, 2019 Valuation Technique(s) Unobservable Input Range Weighted Average
Impaired loans, net of allowance $71,492 Market comparables of collateral discounted to estimated net proceeds Discount appraised value to estimated net proceeds based on historical experience:
• Residential Properties 0 - 30% 6.1%

Interest rate lock commitments $44 Quoted Secondary Market pricing Closure rate 0 - 100% 65.6%

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	Fair Value
	September 30, 2019	Valuation Technique(s)	Unobservable Input	Range					Weighted Average
Impaired loans, net of allowance	$71,492	Market comparables of collateral discounted to estimated net proceeds	Discount appraised value to estimated net proceeds based on historical experience:
						• Residential Properties	0	-	30%	6.1%

Interest rate lock commitments	$44	Quoted Secondary Market pricing	Closure rate	0	-	100%	65.6%

The following tables present the estimated fair value of the Company’s financial instruments and their carrying amounts as reported in the ~~Statement~~Consolidated Statements of Condition.

December 31, 2019
Carrying Fair Level 1 Level 2 Level 3
Amount Value
Assets:
  Cash and due from banks $ 25,935
$ 25,935
$ 25,935
$ —
$ —
  Interest earning cash equivalents 255,291
255,291
255,291
—
—
Investment securities available for sale 553,997
553,997
—
553,997
—
  Mortgage loans held for sale 9,608
9,670
—
9,670
—
  Loans, net:
Mortgage loans held for investment 13,464,872
13,597,535
—
—
13,597,535
Other loans 2,900
2,918
—
—
2,918
  Federal Home Loan Bank stock 101,858
101,858
N/A
—
—
  Accrued interest receivable 40,222
40,222
—
40,222
—
Cash collateral received from or held by counterparty 35,988
35,988
35,988
—
—
Derivatives 54
54
—
—
54
Liabilities:
  Checking and passbook accounts $ 2,396,312
$ 2,396,312
$ —
$ 2,396,312
$ —
  Certificates of deposit 6,604,608
6,604,974
—
6,604,974
—
  Borrowed funds 3,889,649
3,911,839
—
3,911,839
—
  Borrowers’ advances for insurance and taxes 99,391
99,391
—
99,391
—
Principal, interest and escrow owed on loans serviced 31,503
31,503
—
31,503
—


	June 30, 2020
	Carrying		Fair		Level 1		Level 2		Level 3
	Amount		Value
Assets:
Cash and due from banks	$	32,777	$	32,777	$	32,777	$	—	$	—
Interest earning cash equivalents	296,502		296,502		296,502		—		—
Investment securities available for sale	514,330		514,330		—		514,330		—
Mortgage loans held for sale	51,139		51,446		—		51,446		—
Loans, net:
Mortgage loans held for investment	13,372,718		13,552,780		—		—		13,552,780
Other loans	2,720		2,736		—		—		2,736
Federal Home Loan Bank stock	136,793		136,793		N/A		—		—
Accrued interest receivable	37,680		37,680		—		37,680		—

Cash collateral received from or held by counterparty	49,478		49,478		49,478		—		—
Derivatives:
Interest rate lock commitments	681		681		—		—		681
Forward commitments for the sale of mortgage loans	13		13		—		13		—
Liabilities:
Checking and passbook accounts	$	2,549,265	$	2,549,265	$	—	$	2,549,265	$	—
Certificates of deposit	6,680,846		6,818,399		—		6,818,399		—
Borrowed funds	3,759,148		3,817,335		—		3,817,335		—
Borrowers’ advances for insurance and taxes	91,104		91,104		—		91,104		—
Principal, interest and escrow owed on loans serviced	43,193		43,193		—		43,193		—

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September 30, 2019
Carrying Fair Level 1 Level 2 Level 3
Amount Value
Assets:
  Cash and due from banks $ 31,728
$ 31,728
$ 31,728
$ —
$ —
  Interest earning cash equivalents 243,415
243,415
243,415
—
—
Investment securities available for sale 547,864
547,864
—
547,864
—
  Mortgage loans held for sale 3,666
3,706
—
3,706
—
  Loans, net:
Mortgage loans held for investment 13,192,579
13,716,398
—
—
13,716,398
Other loans 3,166
3,328
—
—
3,328
  Federal Home Loan Bank stock 101,858
101,858
N/A
—
—
  Accrued interest receivable 40,822
40,822
—
40,822
—
Cash collateral received from or held by counterparty 44,261
44,261
44,261
—
—
Derivatives 44
44
—
—
44
Liabilities:
  Checking and passbook accounts $ 2,346,847
$ 2,346,847
$ —
$ 2,346,847
$ —
  Certificates of deposit 6,419,537
6,541,791
—
6,541,791
—
  Borrowed funds 3,902,981
3,903,032
—
3,903,032
—
  Borrowers’ advances for insurance and taxes 103,328
103,328
—
103,328
—
Principal, interest and escrow owed on loans serviced 32,909
32,909
—
32,909
—


	September 30, 2019
	Carrying		Fair		Level 1		Level 2		Level 3
	Amount		Value
Assets:
Cash and due from banks	$	31,728	$	31,728	$	31,728	$	—	$	—
Interest earning cash equivalents	243,415		243,415		243,415		—		—
Investment securities available for sale	547,864		547,864		—		547,864		—
Mortgage loans held for sale	3,666		3,706		—		3,706		—
Loans, net:
Mortgage loans held for investment	13,192,579		13,716,398		—		—		13,716,398
Other loans	3,166		3,328		—		—		3,328
Federal Home Loan Bank stock	101,858		101,858		N/A		—		—
Accrued interest receivable	40,822		40,822		—		40,822		—


Cash collateral received from or held by counterparty	44,261		44,261		44,261		—		—
Derivatives	44		44		—		—		44
Liabilities:
Checking and passbook accounts	$	2,346,847	$	2,346,847	$	—	$	2,346,847	$	—
Certificates of deposit	6,419,537		6,541,791		—		6,541,791		—
Borrowed funds	3,902,981		3,903,032		—		3,903,032		—
Borrowers’ advances for insurance and taxes	103,328		103,328		—		103,328		—
Principal, interest and escrow owed on loans serviced	32,909		32,909		—		32,909		—

Presented below is a discussion of the valuation techniques and inputs used by the Company to estimate fair value.

Cash and Due from Banks, Interest Earning Cash Equivalents, Cash Collateral Received from or Held by Counterparty— The carrying amount is a reasonable estimate of fair value.

Investment and Mortgage-Backed Securities— Estimated fair value for investment and mortgage-backed securities is based on quoted market prices, when available. If quoted prices are not available, management will use as part of their estimation process fair values which are obtained from third party independent nationally recognized pricing services using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.

Mortgage Loans Held for Sale— Fair value of mortgage loans held for sale is based on quoted secondary market pricing for loan portfolios with similar characteristics.

Loans— For mortgage loans held for investment and other loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term. The use of current rates to discount cash flows reflects current market expectations with respect to credit exposure. See Item 3. Quantitative and Qualitative Disclosures About Market Risk for more information on the methodology used to estimate fair value. Impaired loans are measured at the lower of cost or fair value as described earlier in this footnote.

Federal Home Loan Bank Stock— It is not practical to estimate the fair value of FHLB stock due to restrictions on its transferability. The fair value is estimated to be the carrying value, which is par. All transactions in capital stock of the FHLB Cincinnati are executed at par.

Deposits— The fair value of demand deposit accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using discounted cash flows and rates currently offered for deposits of similar remaining maturities.

Borrowed Funds— Estimated fair value for borrowed funds is estimated using discounted cash flows and rates currently charged for borrowings of similar remaining maturities.

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Accrued Interest Receivable, Borrowers’ Advances for Insurance and Taxes, and Principal, Interest and Related Escrow Owed on Loans Serviced— The carrying amount is a reasonable estimate of fair value.

Derivatives— Fair value is estimated based on the valuation techniques and inputs described earlier in this footnote.

14. DERIVATIVE INSTRUMENTS

The Company enters into interest rate swaps to add stability to interest expense and manage exposure to interest rate movements as part of an overall risk management strategy. For hedges of the Company's borrowing program, interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed payments. These derivatives are used to hedge the forecasted cash outflows associated with the Company's FHLB borrowings. At ~~December 31, 2019~~June 30, 2020 and September 30, 2019, the interest rate swaps used in the Company's asset/liability management strategy have weighted average terms of ~~3.5~~3.3 years and 3.7 years and weighted average fixed-rate interest payments of ~~1.91%~~1.80% and 1.92%, respectively.

Cash flow hedges are initially assessed for effectiveness using regression analysis. ~~The effective portion of changes~~Changes in the fair value of derivatives designated and that qualify as cash flow hedges isare recorded in OCI and isare subsequently reclassified into earnings induring the period ~~that~~in which the hedged forecasted transaction affects earnings. Quarterly, a qualitative analysis is performed to monitor the ongoing effectiveness of the hedging instrument. All derivative positions were initially and continue to be highly effective at ~~December 31, 2019.~~June 30, 2020.

The Company enters into forward commitments for the sale of mortgage loans principally to protect against the risk of adverse interest rate movements on net income. The Company recognizes the fair value of such contracts when the characteristics of those contracts meet the definition of a derivative. These derivatives are not designated in a hedging relationship; therefore, gains and losses are recognized immediately in the ~~statement~~Consolidated Statement of ~~income. There were 0 forward commitments for the sale of mortgage loans at December 31, 2019 or September 30, 2019.~~Income.

In addition, the Company is party to derivative instruments when it enters into interest rate lock commitments to originate a portion of its loans, which when funded, are classified as held for sale. Such commitments are not designated in a hedging relationship; therefore, gains and losses are recognized immediately in the Consolidated Statement of Income.

The following tables provide the locations within the Consolidated Statements of Condition, notional values and fair values, at the reporting dates, for all derivative instruments.

December 31, 2019 September 30, 2019
Notional Value Fair Value Notional Value Fair Value
Derivatives designated as hedging instruments
Cash flow hedges: Interest rate swaps
Other Assets $ 1,000,000
$ —
$ 825,000
$ —
Other Liabilities 1,800,000
—
1,925,000
—
Total cash flow hedges: Interest rate swaps $ 2,800,000
$ —
$ 2,750,000
$ —

Derivatives not designated as hedging instruments
Interest rate lock commitments
Other Assets $ 9,284
$ 54
$ 10,358
$ 44
Total interest rate lock commitments $ 9,284
$ 54
$ 10,358
$ 44

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	June 30, 2020						September 30, 2019
	Notional Value		Fair Value		Notional Value		Fair Value
Derivatives designated as hedging instruments
Cash flow hedges: Interest rate swaps
Other Assets	$	—	$	—	$	825,000	$	—
Other Liabilities	3,075,000		—		1,925,000		—
Total cash flow hedges: Interest rate swaps	$	3,075,000	$	—	$	2,750,000	$	—

Derivatives not designated as hedging instruments
Interest rate lock commitments
Other Assets	$	14,164	$	681	$	10,358	$	44

Forward Commitments for the sale of mortgage loans
Other Assets	43,236		13		—		—

Total derivatives not designated as hedging instruments	$	57,400	$	694	$	10,358	$	44

The following tables present the net gains and losses recorded within the Consolidated Statements of Income and the Consolidated Statements of Comprehensive Income relating to derivative instruments.

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Three Months Ended
Location of Gain or (Loss) December 31,
Recognized in Income 2019 2018
Cash flow hedges
Amount of gain/(loss) recognized Other comprehensive income $ 20,218
$ (31,013 )
Amount of gain/(loss) reclassified from AOCI Interest expense: Borrowed funds 971
2,939

Derivatives not designated as hedging instruments
Interest rate lock commitments Other non-interest income $ 10
$ 79


		Three Months Ended						Nine Months Ended
	Location of Gain or (Loss)	June 30,						June 30,
	Recognized in Income	2020		2019		2020		2019
Cash flow hedges
Amount of gain/(loss) recognized	Other comprehensive income	$	(20,324)	$	(43,108)	$	(114,522)	$	(94,033)
Amount of gain/(loss) reclassified from AOCI	Interest expense: Borrowed funds	(5,677)		3,530		(5,490)		10,526


Derivatives not designated as hedging instruments
Interest rate lock commitments	Other non-interest income	$	89	$	70	$	637	$	213
Forward commitments for the sale of mortgage loans	Net gain on the sale of loans	13		—		13		—

The Company estimates that ~~$5,291~~$46,282 of the amounts reported in AOCI will be reclassified as a debit to interest expense during the twelve months ending ~~December 31, 2020.~~June 30, 2021.

Derivatives contain an element of credit risk which arises from the possibility that the Company will incur a loss because a counterparty fails to meet its contractual obligations. The Company's exposure is limited to the replacement value of the contracts rather than the notional or principal amounts. Credit risk is minimized through counterparty margin payments, transaction limits and monitoring procedures. All of the Company's swap transactions are cleared through a registered clearing broker to a central clearing organization. The clearing organization establishes daily cash and upfront cash or securities margin requirements to cover potential exposure in the event of default. This process shifts the risk away from the counterparty, since the clearing organization acts as the middleman on each cleared transaction. For derivative transactions cleared through certain clearing parties, variation margin payments representing changes in fair value are recognized as ~~settlements.~~settlements on a daily basis. The fair value of derivative instruments are presented on a gross basis, even when the derivative instruments are subject to master netting arrangements.

15. RECENT ACCOUNTING PRONOUNCEMENTS

Adopted during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020

In ~~February 2016,~~March 2020, the FASB issued ASU ~~2016-02, Leases~~2020-04, Reference Rate Reform (Topic ~~842). This~~848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional guidance ~~changed~~to ease the potential burden in accounting ~~treatment of leases by requiring lessees to recognize operating leases~~for (or recognizing the effects of) reference rate reform on ~~the balance sheet as lease assets (a right-of-use asset) and lease liabilities (a liability to make lease payments), measured on a discounted basis.~~financial reporting. The guidance ~~requires both quantitative~~only applies to contracts, hedging relationships, and ~~qualitative disclosure regarding key information about the leasing arrangements. An accounting policy election~~other transactions that reference LIBOR or another reference rate expected to ~~not recognize operating leases with terms~~be discontinued because of ~~12 months or less as assets and liabilities is permitted. This guidance is~~reference rate reform. The amendments in this Update are effective for ~~fiscal years beginning after~~all entities as of March 12, 2020 through December ~~15, 2018, with early adoption permitted. ASU 2016-02 required entities to adopt~~31, 2022. We adopted the new lease standard using a modified retrospective approach. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides entities with an additional (and optional) transition method to adopt the new lease standard. Under this new method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) Land Easement Practical Expedient, which allows entities to elect an optional transition practical expedient to not evaluate under Topic 842 land easements that existed or expired before the entity's adoption of Topic 842. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) Narrow-Scope Improvements, which addresses lessor stakeholder questions regarding sales tax, certain lessor costs and the recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU 2019-01, Leases Codification Improvements, which addresses stakeholder questions regarding presentation of cash flows for sales type and direct financing leases, determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, and contain transition disclosures.

~~The Company adopted ASU 2016-02 and all related~~ amendments on October 1, 2019 utilizing the transition method described in ASU 2018-11. The Company elected the package of practical expedients that does not require reassessment of whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or initial direct costs for any existing leases. The Company elected the practical expedient to combine both lease and nonlease components as a single component. The Company did not elect the hindsight practical expedient. The Company calculated the impact of adoption using the remaining minimum lease payments and remaining lease term for each contract that was identified as a lease, discounted at the incremental borrowing rate as of the ~~adoption~~March 12, 2020 issuance date. ~~The guidance did~~There have not ~~result in~~been any contracts modified as of June 30, 2020. As contracts are modified through December 2022, we will assess the impact based on this guidance. Management does not expect there will be a ~~cumulative-effect adjustment~~material impact to ~~beginning retained earnings. Refer to~~ ~~Note 5. Leases, for additional disclosures required by ASC 842.~~

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the Company's consolidated financial statements.

Issued but not yet adopted as of ~~December 31, 2019~~June 30, 2020

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update replace the existing incurred loss impairment methodology with a methodology that reflects the expected credit losses for the remaining life of the asset. This will require consideration of a broader range of information, including ~~reasonably~~reasonable and supportable forecasts, in the measurement of expected credit losses. The amendments expand disclosures of credit quality indicators, requiring disaggregation by year of origination (vintage). Additionally, credit losses on available for sale debt securities will be recognized as an allowance rather than a write-down, with reversals permitted as credit loss estimates decline. An entity will apply the amendments in this Update through a modified-retrospective approach, resulting in a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Association will elect the option to phase-in, over a three- or five-year period, the initial impact of this standard's update on regulatory capital as permitted by the regulatory transition rules. For public business entities that are SEC filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company intends to adopt this guidance effective October 1, ~~2020.~~2020 and will not delay due to the temporary relief provided by the CARES Act. In May 2019, the FASB issued ASU 2019-05, Financial Instruments - Credit Losses (Topic 326) Targeted Transition Relief, which addresses

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stakeholders' concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. The FASB has issued other ASUs that clarify certain items related to ASU 2016-13. Management has ~~formed~~continued to utilize a cross-functional working group ~~comprised~~which has substantially completed the execution of ~~associates from across~~a detailed implementation plan, including the ~~Company including accounting, risk management,~~selection and ~~finance. This group has begun assessing the required changes to the credit loss~~implementation of estimation methodologies and ~~systems,~~credit loss models for all significant portfolio segments, implemented an internal software solution to serve as ~~well~~its CECL platform, established a formal governance structure, and is refining the processes and controls governing the CECL estimate. The Company has completed several parallel credit model production runs and will continue to refine, challenge and review CECL models, processes, and controls throughout the remainder of implementation. Based on forecasted economic conditions and portfolio balances as ~~additional data~~of June 30, 2020, we expect the allowance for credit losses on loans and ~~resources that may be~~the liability for unfunded commitments to increase approximately 120% to 150% in total upon adoption of these Updates. A 24-month reasonable and supportable period using economic forecasts is used with immediate reversion to the historical mean loss rates to derive our loss estimates. The increase is primarily related to the change in methodology from loss emergence periods currently used to an estimate of lifetime credit losses required ~~to comply with this~~by the CECL standard. ~~Although the Company~~The estimated impact is still ~~evaluating CECL, adoption~~subject to further refinement based on continuing reviews of the standard is expected to increase the overall allowance for loan losses given the change from accounting for losses inherent in the loan portfolio to accounting for losses over the remaining life of the loans.models, methodologies, assumptions and judgements. The actual effect on the allowance for ~~loan~~credit losses at the adoption date will be dependent upon the nature of the characteristics of the portfolio as well as the macroeconomic conditions and forecasts at that date. The adoption of CECL is not expected to have a material effect on available-for-sale securities, which are primarily composed of agency-backed mortgage securities.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update add, remove and modify the disclosure requirements on fair value measurements in Topic 820. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of this Update. The Company intends to adopt the amendments effective October 1, 2020. The Update is not expected to have a material impact on the Company's consolidated financial ~~condition, results of operations,~~statements, or disclosures.

In August 2018, the FASB issued ASU 2018-15, Internal-Use Software (Subtopic 350-40) - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. Current U.S. GAAP does not specifically address the accounting for implementation costs of a hosting arrangement that is a service contract. Accordingly, the amendments in this Update improve current U.S GAAP because they clarify that accounting and align the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, for all entities. The Company intends to adopt the amendments effective October 1, 2020. Management is currently assessing the impact the Update will have on the Company's disclosures.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Updates 2016-01, 2016-13 and 2017-12. The Company early adopted the amendments related to Updates 2016-01 and 2017-12 effective July 1, 2019. The amendments related to Update 2016-13 clarify the scope of the credit losses standard and address issues related to accrued interest and recoveries. The amendments are not expected to have a material impact on the Company's consolidated financial ~~condition, results of operation,~~statements or ~~disclosure.~~disclosures. The Company intends to adopt the credit loss standard amendments concurrently with Update 2016-13 on October 1, 2020.

The Company has determined that all other recently issued accounting pronouncements will not have a material impact on the Company's consolidated financial statements or do not apply to its operations.

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



Forward Looking Statements
This report contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include, among other things:
●			statements of our goals, intentions and expectations;
●			statements regarding our business plans and prospects and growth and operating strategies;
●			statements concerning trends in our provision for loan losses and charge-offs;
●			statements regarding the trends in factors affecting our financial condition and results of operations, including asset quality of our loan and investment portfolios; and
●			estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:
●			significantly increased competition among depository and other financial institutions;
●			inflation and changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;
●			general economic conditions, either globally, nationally or in our market areas, including employment prospects, real estate values and conditions that are worse than expected;
●			the strength or weakness of the real estate markets and of the consumer and commercial credit sectors and its impact on the credit quality of our loans and other assets, and changes in estimates of the allowance for loan losses;
●			decreased demand for our products and services and lower revenue and earnings because of a recession or other events;
●			changes in consumer spending, borrowing and savings habits;
●			adverse changes and volatility in the securities markets, credit markets or real estate markets;
●			legislative or regulatory changes that adversely affect our business, including changes in regulatory costs and capital requirements and changes related to our ability to pay dividends and the ability of Third Federal Savings, MHC to waive dividends;
●			changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board;
●			the adoption of implementing regulations by a number of different regulatory bodies, and uncertainty in the exact nature, extent and timing of such regulations and the impact they will have on us;
●			our ability to enter new markets successfully and take advantage of growth opportunities, and the possible short-term dilutive effect of potential acquisitions or de novo branches, if any;
●			future adverse developments concerning Fannie Mae or Freddie Mac;
●			changes in monetary and fiscal policy of the U.S. Government, including policies of the U.S. Treasury and the FRS and changes in the level of government support of housing finance;
●			the continuing governmental efforts to restructure the U.S. financial and regulatory system;
●			the ability of the U.S. Government to remain open, function properly and manage federal debt limits;
●			changes in policy and/or assessment rates of taxing authorities that adversely affect us or our customers;
●			changes in accounting and tax estimates;
●			changes in our organization, or compensation and benefit plans and changes in expense trends (including, but not limited to trends affecting non-performing assets, charge-offs and provisions for loan losses);
●			the inability of third-party providers to perform their obligations to us;
●			a slowing or failure of the prevailing economic recovery; ~~and~~
●			~~cyber attacks,~~cyber-attacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data or disable our ~~systems.~~systems; and
●			the impact of any wide-spread pandemic, including COVID-19, on our business, our customers, and the economy.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by any forward-looking statements. Any forward-looking statement made by us in this report speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law. Please see Part II - Other Information Item 1A. Risk Factors for a discussion of certain risks related to our business.

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Overview

Our business strategy is to operate as a well-capitalized and profitable financial institution dedicated to providing exceptional personal service to our customers.

Since being organized in 1938, we grew to become, at the time of our initial public offering of stock in April 2007, the nation’s largest mutually-owned savings and loan association based on total assets. We credit our success to our continued emphasis on our primary values: “Love, Trust, Respect, and a Commitment to Excellence, along with Having Fun.” Our values are reflected in the design and pricing of our loan and deposit products, as described below. Our values are further reflected in a long-term revitalization program encompassing the three-mile corridor of the Broadway-Slavic Village neighborhood in Cleveland, Ohio where our main office was established and continues to be located and where the educational programs we have established and/or supported are located. We intend to continue to adhere to our primary values and to support our customers and the communities in which we ~~operate.~~operate, as we pursue our mission to help people achieve the dream of home ownership and financial security while creating value for our shareholders, our customers, our communities and our associates.

~~Management~~COVID-19 Pandemic. During the current quarter, the COVID-19 pandemic had a significant impact on our customers, associates and communities, which collectively impacts our shareholders. Our primary values and mission mentioned above have driven our responses related to COVID-19 and are summarized below.

Customers

•Branches are open and have returned to normal, operating business hours

•Through June 30, 2020, there were 1,835 customers representing $275.7 million of loans, who have been helped by COVID-19 related forbearance plans

•Customer relief provided in the form of: forbearance plans available for three months with an option for another three months, with multiple repayment options; waiving of late fees, overdraft fees and ATM fees

•Mobile banking features have been expanded, including mobile deposit limits

Associates

•Excluding customer facing associates, such as tellers in branches and some customer care representatives using corporate phone systems, over 75% of associates are able to work remotely

•All associates working at branches and the operations center are safely distanced and working in contained areas for safety. This includes installation of germ shields at all of our branches and associates and customers are required to wear masks

•Medical benefit plan enhancements have been made to ensure COVID-19 coverage

•An additional 10 days provided to associates for COVID-19 related absences

•$50,000 added to Rhonda’s Kiss Associate Fund for family hardships

Communities

•Third Federal Foundation helped launch the Greater Cleveland COVID-19 Rapid Response Fund to support those most in need ($6 million in funds raised to date)

•Providing emergency funding to Slavic Village P-16 partners

•Donated 300 N95 masks and hazmat suits to local hospitals

•Allocated $50,000 to fund COVID-19 Emergency small dollar loans for Seniors

Shareholders

•We are committed to paying an attractive dividend

•Continued serving and lending to our customers in a responsible way

•Strong credit quality and capital levels to support potential loan performance issues

•Staying true to the Third Federal Values that have guided us throughout history (love, trust, respect, commitment to excellence, and fun)

Beyond working through the challenges COVID-19 presents to the organization and society, management believes that the following matters are those most critical to our success: (1) controlling our interest rate risk exposure; (2) monitoring and limiting our credit risk; (3) maintaining access to adequate liquidity and diverse funding sources to support our growth; and (4) monitoring and controlling our operating expenses.

Controlling Our Interest Rate Risk Exposure. Historically, our greatest risk has been our exposure to changes in interest rates. When we hold longer-term, fixed-rate assets, funded by liabilities with ~~shorter~~shorter-term re-pricing characteristics, we are exposed to potentially adverse impacts from changing interest rates, and most notably rising interest rates. Generally, and particularly over extended periods of time that encompass full economic cycles, interest rates associated with longer-term assets, like fixed-rate mortgages, have been higher than interest rates associated with shorter-term funding sources, like deposits. This difference has been an important component of our net interest income and is fundamental to our operations. We manage the risk of holding longer-term, fixed-rate mortgage assets primarily by maintaining regulatory capital in excess of

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levels required to be well capitalized, by promoting adjustable-rate loans and shorter-term fixed-rate loans, by marketing home equity lines of credit, which carry an adjustable rate of interest indexed to the prime rate, ~~and~~ by opportunistically extending the duration of our funding ~~sources.~~sources and selectively selling a portion of our long-term, fixed-rate mortgage loans in the secondary market. The decision to extend the duration of some of our funding sources through interest rate swap contracts over the past few years has also caused additional interest rate risk exposure, as the current historical low market interest rates are lower than the rates in effect when the swap contracts were executed. This rate difference is reflected in the level of cash flow hedges included in accumulated other comprehensive loss.

Levels of Regulatory Capital

At ~~December 31, 2019,~~June 30, 2020, the Company’s Tier 1 (leverage) capital totaled ~~$1.75~~$1.77 billion, or ~~11.99%~~11.82% of net average assets and ~~21.56%~~21.62% of risk-weighted assets, while the Association’s Tier 1 (leverage) capital totaled ~~$1.48~~$1.53 billion, or ~~10.19%~~10.25% of net average assets and ~~18.31%~~18.73% of risk-weighted assets. Each of these measures was more than twice the requirements currently in effect for the Association for designation as “well capitalized” under regulatory prompt corrective action provisions, which set minimum levels of 5.00% of net average assets and 8.00% of risk-weighted assets. Refer to the Liquidity and Capital Resources section of this Item 2 for additional discussion regarding regulatory capital requirements.

Promotion of Adjustable-Rate Loans and Shorter-Term Fixed-Rate Loans

We market an adjustable-rate mortgage loan that provides us with improved interest rate risk characteristics when compared to a 30-year, fixed-rate mortgage loan. Our “Smart Rate” adjustable-rate mortgage offers borrowers an interest rate lower than that of a 30-year, fixed-rate loan. The interest rate of the Smart Rate mortgage is locked for three or five years then resets annually. The Smart Rate mortgage contains a feature to re-lock the rate an unlimited number of times at our then-current interest rate and fee schedule, for another three or five years (which must be the same as the original lock period) without having to complete a full refinance transaction. Re-lock eligibility is subject to a satisfactory payment performance history by the borrower (current at the time of re-lock, and no foreclosures or bankruptcies since the Smart Rate application was taken). In addition to a satisfactory payment history, re-lock eligibility requires that the property continues to be the borrower’s primary residence. The loan term cannot be extended in connection with a re-lock nor can new funds be advanced. All interest rate caps and floors remain as originated.

We also offer a ten-year, fully amortizing fixed-rate, first mortgage loan. The ten-year, fixed-rate loan has a more desirable interest rate risk profile when compared to loans with fixed-rate terms of 15 to 30 years and can help to more effectively manage interest rate risk exposure, yet provides our borrowers with the certainty of a fixed interest rate throughout the life of the obligation.

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The following tables set forth our first mortgage loan production and balances segregated by loan structure at origination.


	For the Nine Months Ended June 30, 2020						For the Nine Months Ended June 30, 2019
	Amount		Percent		Amount		Percent
	(Dollars in thousands)
First Mortgage Loan Originations:
ARM (all Smart Rate) production	$	938,783	42.7	%	$	523,078	44.8	%
Fixed-rate production:
Terms less than or equal to 10 years	205,885		9.4	%	60,468		5.2	%
Terms greater than 10 years	1,053,563		47.9	%	583,617		50.0	%
Total fixed-rate production	1,259,448		57.3	%	644,085		55.2	%
Total First Mortgage Loan Originations	$	2,198,231	100.0	%	$	1,167,163	100.0	%

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For the Three Months Ended December 31, 2019 For the Three Months Ended December 31, 2018
Amount Percent Amount Percent
(Dollars in thousands)
First Mortgage Loan Originations:
ARM (all Smart Rate) production $ 303,720
40.5 % $ 179,957
46.9 %
Fixed-rate production:
    Terms less than or equal to 10 years 63,068
8.4
21,869
5.7
    Terms greater than 10 years 383,795
51.1
182,013
47.4
        Total fixed-rate production 446,863
59.5
203,882
53.1
Total First Mortgage Loan Originations $ 750,583
100.0 % $ 383,839
100.0 %


	June 30, 2020						September 30, 2019
	Amount		Percent		Amount		Percent
	(Dollars in thousands)
Balance of Residential Mortgage Loans Held For Investment:
ARM (primarily Smart Rate) Loans	$	5,236,097	47.3	%	$	5,063,010	46.1	%
Fixed-rate:
Terms less than or equal to 10 years	1,326,416		12.0	%	1,484,403		13.5	%
Terms greater than 10 years	4,500,943		40.7	%	4,440,553		40.4	%
Total fixed-rate	5,827,359		52.7	%	5,924,956		53.9	%
Total Residential Mortgage Loans Held For Investment	$	11,063,456	100.0	%	$	10,987,966	100.0	%

December 31, 2019 September 30, 2019
Amount Percent Amount Percent
(Dollars in thousands)
Balance of Residential Mortgage Loans Held For Investment:
ARM (primarily Smart Rate) Loans $ 5,129,610
45.7 % $ 5,063,010
46.1 %
Fixed-rate:
    Terms less than or equal to 10 years 1,435,814
12.8
1,484,403
13.5
    Terms greater than 10 years 4,649,143
41.5
4,440,553
40.4
        Total fixed-rate 6,084,957
54.3
5,924,956
53.9
Total Residential Mortgage Loans Held For Investment $ 11,214,567
100.0 % $ 10,987,966
100.0 %

The following table sets forth the balances as of ~~December 31, 2019~~June 30, 2020 for all ARM loans segregated by the next scheduled interest rate reset date.


	Current Balance of ARM Loans Scheduled for Interest Rate Reset			Current Balance of ARM Loans Scheduled for Interest Rate Reset
During the Fiscal Years Ending September 30,	(In thousands)		During the Fiscal Years Ending September 30,	(In thousands)
2020	$	302,223	2020	$	23
2021	1,101,323		2021	852,490
2022	1,397,858		2022	1,000,943
2023	1,069,859		2023	997,568
2024	511,129		2024	288,193
2025	747,218		2025	2,096,880
Total	$	5,129,610	Total	$	5,236,097

At ~~December 31, 2019~~June 30, 2020 and September 30, 2019,, mortgage loans held for sale, all of which were long-term, fixed-rate first mortgage loans and all of which were held for sale to Fannie Mae, totaled ~~$9.6~~$51.1 million and $3.7 million, respectively.

~~$3.7 million, respectively.~~

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Loan Portfolio Yield

The following tables set forth the balance and interest yield as of ~~December 31, 2019~~June 30, 2020 for the portfolio of loans held for investment, by type of loan, structure and geographic location.


	June 30, 2020
	Balance		Percent		Yield
	(Dollars in thousands)
Total Loans:
Fixed Rate
Terms less than or equal to 10 years	$	1,326,416	9.9	%	2.96	%
Terms greater than 10 years	4,500,943		33.6	%	3.95	%
Total Fixed-Rate loans	5,827,359		43.5	%	3.72	%

ARMs	5,236,097		39.1	%	3.11	%
Home Equity Loans and Lines of Credit	2,284,152		17.0	%	2.54	%
Construction and Other Loans	57,065		0.4	%	3.49	%
Total Loans Receivable	$	13,404,673	100.0	%	3.28	%

December 31, 2019
Balance Percent Yield
(Dollars in thousands)
Total Loans:
Fixed Rate
Terms less than or equal to 10 years $ 1,435,814
10.6 % 2.95 %
Terms greater than 10 years 4,649,143
34.5 % 4.01 %
Total Fixed-Rate loans 6,084,957
45.1 % 3.76 %

ARMs 5,129,610
38.0 % 3.16 %
Home Equity Loans and Lines of Credit 2,221,380
16.5 % 3.97 %
Construction and Other Loans 54,304
0.4 % 3.87 %
Total Loans Receivable, net $ 13,490,251
100.0 % 3.57 %


	June 30, 2020
	Balance		Fixed Rate Balance		Percent		Yield
	(Dollars in thousands)
Residential Mortgage Loans
Ohio	$	6,248,582	$	4,383,340	46.6	%	3.62	%
Florida	1,813,474		703,367		13.6	%	3.40	%
Other	3,001,400		740,652		22.4	%	3.05	%
Total Residential Mortgage Loans	11,063,456		5,827,359		82.6	%	3.43	%
Home Equity Loans and Lines of Credit
Ohio	673,592		50,678		5.0	%	2.59	%
Florida	438,256		30,711		3.3	%	2.54	%
California	367,984		19,012		2.7	%	2.59	%
Other	804,320		15,720		6.0	%	2.47	%
Total Home Equity Loans and Lines of Credit	2,284,152		116,121		17.0	%	2.54	%
Construction and Other Loans	57,065		57,065		0.4	%	3.49	%
Total Loans Receivable	$	13,404,673	$	6,000,545	100.0	%	3.28	%

December 31, 2019
Balance Fixed Rate Balance Percent Yield
(Dollars in thousands)
Residential Mortgage Loans
Ohio $ 6,457,058
$ 4,575,776
47.9 % 3.68 %
Florida 1,772,854
711,182
13.1 % 3.46 %
Other 2,984,655
797,999
22.1 % 3.10 %
Total Residential Mortgage Loans 11,214,567
6,084,957
83.1 % 3.49 %
Home Equity Loans and Lines of Credit
Ohio 676,085
55,216
5.0 % 4.00 %
Florida 426,479
35,294
3.2 % 3.90 %
California 365,474
22,118
2.7 % 4.02 %
Other 753,342
16,917
5.6 % 3.96 %
Total Home Equity Loans and Lines of Credit 2,221,380
129,545
16.5 % 3.97 %
Construction and Other Loans 54,304
54,304
0.4 % 3.87 %
Total Loans Receivable, net $ 13,490,251
$ 6,268,806
100.0 % 3.57 %

Marketing Home Equity Lines of Credit

We actively market home equity lines of credit, which carry an adjustable rate of interest indexed to the prime rate, which provides interest rate sensitivity to that portion of our assets and is a meaningful strategy to manage our interest rate risk profile. At ~~December 31, 2019,~~June 30, 2020, the principal balance of home equity lines of credit totaled ~~$1.83~~$1.94 billion. Our home equity lending is discussed in the Allowance for Loan Losses section of the Critical Accounting Policies that follows this Overview.

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Extending the Duration of Funding Sources

As a complement to our strategies to shorten the duration of our interest earning assets, as described above, we also seek to lengthen the duration of our interest bearing funding sources. These efforts include monitoring the relative costs of alternative funding sources such as retail deposits, brokered certificates of deposit, longer-term (e.g. four to six years) ~~fixed rate~~fixed-rate advances from the FHLB of Cincinnati, and shorter-term (e.g. three months) advances from the FHLB of Cincinnati, the durations of which are extended by correlated interest rate exchange contracts. Each funding alternative is monitored and evaluated based on its effective interest payment rate, options exercisable by the creditor (early withdrawal, right to call, etc.), and collateral requirements. The interest payment rate is a function of market influences that are specific to the nuances and market competitiveness/breadth of each funding source. Generally, early withdrawal options are available to our retail CD customers but not to holders of brokered CDs; issuer call options are not provided on our advances from the FHLB of Cincinnati; and we are not subject to early termination options with respect to our interest rate exchange contracts. Additionally, collateral pledges are not provided with respect to our retail CDs or our brokered CDs, but are required for our advances from the FHLB of Cincinnati as well as for our interest rate exchange contracts.

During the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, the balance of deposits increased ~~$234.5~~$463.7 million, which ~~was comprised of~~included a ~~$240.9~~$46.1 million increase ~~in the balance of customer retail deposits, partially offset by a $6.4 million decrease~~ in the balance of brokered CDs (which is inclusive of acquisition costs and subsequent amortization). Additionally, during the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, we decreased the balance of our short-term advances from the FHLB of Cincinnati by ~~$100~~$439 million; and added ~~$150~~$250 million of new, four- to ~~six-year~~five-year advances from the FHLB of Cincinnati; and we added ~~$50~~$325 million of new, shorter-term advances from the FHLB of Cincinnati that were matched/correlated to interest rate exchange contracts that extended the effective durations of those shorter-term advances to approximately ~~five~~four to ~~eight~~seven years at inception. Interest rate swaps are discussed later in Part 1, Item 3. Quantitative and Qualitative Disclosures About Market Risk.

During the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, these funding source modifications facilitated asset growth of ~~$263.8~~$292.4 million and funded stock repurchases of $0.4 million, dividends of ~~$13.4~~$41.4 million and scheduled repayments of long-term borrowed funds of ~~$112.2~~$274.0 million.

Other Interest Rate Risk Management Tools

We also manage interest rate risk by selectively selling a ~~small~~ portion of our long-term, fixed-rate mortgage loans in the secondary market. Prior to fiscal 2010, this strategy was used to a greater extent to manage our interest rate ~~risk.~~risk, but it remains a tool available to us. At ~~December 31, 2019,~~June 30, 2020, we serviced ~~$1.69~~$1.91 billion of loans for others, of which ~~$885~~$857 million was sold in the secondary market prior to fiscal 2010. ~~While the~~The sales of first mortgage loans ~~remain strategically important for us, since~~has increased significantly during fiscal ~~2010, they have played only~~2020 due to a ~~minor role in our management~~wave of ~~interest rate risk.~~fixed-rate refinances. We can also manage interest rate risk by selling non-Fannie Mae compliant mortgage loans to private investors, although those transactions are dependent upon favorable market conditions, including motivated private investors, and involve more complicated negotiations and longer settlement timelines. Loan sales are discussed later in this Part 1, Item 2. under the heading Liquidity and Capital Resources, and in Part 1, Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Notwithstanding our efforts to manage interest rate risk, should a rapid and substantial increase occur in general market interest rates, or an extended period of a flat or inverted yield curve market ~~persists,~~persist, it is expected that, prospectively and particularly over a multi-year time horizon, the level of our net interest income would be adversely impacted.

Monitoring and Limiting Our Credit Risk. While, historically, we had been successful in limiting our credit risk exposure by generally imposing high credit standards with respect to lending, the memory of the 2008 housing market collapse and financial crisis is a constant reminder to focus on credit risk. In response to the evolving economic landscape, we continuously revise and update our quarterly analysis and evaluation procedures, as needed, for each category of our lending with the objective of identifying and recognizing all appropriate credit impairments. Continuous analysis and evaluation updates will be important as we monitor the impact to our borrowers as a result of the COVID-19 global pandemic. At ~~December 31, 2019, 91%~~June 30, 2020, 90% of our assets consisted of residential real estate loans (both “held for sale” and “held for investment”) and home equity loans and lines of credit, which were originated predominantly to borrowers in Ohio and Florida. Our analytic procedures and evaluations include specific reviews of all home equity loans and lines of credit that become 90 or more days past due, as well as specific reviews of all first mortgage loans that become 180 or more days past due. We transfer performing home equity lines of credit subordinate to first mortgages delinquent greater than 90 days to non-accrual status. Per the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus, the COVID-19 related forbearance plans will not generally affect the delinquency status of the loan and therefore will not undergo a specific review. We also charge-off performing loans to collateral value and classify those loans as non-accrual within 60 days of notification of all borrowers filing Chapter 7 bankruptcy, that have not reaffirmed or been dismissed, regardless of how long the loans have been performing. Loans where at least one borrower has been discharged of their

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obligation in Chapter 7 bankruptcy are classified as TDRs. At ~~December 31, 2019, $20.9~~June 30, 2020, $19.3 million of loans in Chapter 7 bankruptcy status with no other modification to terms were included in total TDRs. At ~~December 31, 2019,~~June 30, 2020, the recorded investment in non-accrual status loans included ~~$24.1~~$21.5 million of performing loans in Chapter 7 bankruptcy status, of which ~~$23.4~~$20.9 million were also reported as TDRs.

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In an effort to limit our credit risk exposure and improve the credit performance of new customers, since 2009, we have tightened our credit criteria in evaluating a borrower's ability to successfully fulfill its repayment obligation, revised the design of many of our loan products to require higher borrower down-payments, limited the products available for condominiums and eliminated certain product features (such as interest-only ~~adjustable-rate loans~~ and loans above certain LTV ratios). We use stringent, conservative lending standards for underwriting to reduce our credit risk. For first mortgage loans originated during the current fiscal year, the average credit score was 776, and the average LTV was 67%. The delinquency level related to loan originations prior to 2009, compared to originations in 2009 and after, reflects the higher credit standards to which we have subjected all new originations. As of ~~December 31, 2019,~~June 30, 2020, loans originated prior to 2009 had a balance of ~~$766.2~~$669.4 million, of which ~~$22.0~~$17.9 million, or ~~2.9%~~2.7%, were delinquent, while loans originated in 2009 and after had a balance of ~~$12.75~~$12.80 billion, of which ~~$12.0~~$13.4 million, or 0.1%, were delinquent.

One aspect of our credit risk concern relates to high concentrations of our loans that are secured by residential real estate in specific states, particularly Ohio and Florida, in light of the difficulties that arose in connection with the 2008 housing crisis with respect to the real estate markets in those two states. At ~~December 31, 2019,~~June 30, 2020, approximately ~~57%~~56.4% and ~~16%~~16.4% of the combined total of our ~~residential~~Residential Core and construction loans held for investment and approximately ~~30%~~29.5% and ~~19%~~19.2% of our home equity loans and lines of credit were secured by properties in Ohio and Florida, respectively. In an effort to moderate the concentration of our credit risk exposure in individual states, particularly Ohio and Florida, we have utilized direct mail marketing, our internet site and our customer service call center to extend our lending activities to other attractive geographic locations. Currently, in addition to Ohio and Florida, we are actively lending in 23 other states and the District of Columbia, and as a result of that activity, the concentration ratios of the combined total of our residential, Core and construction loans held for investment in Ohio and Florida have trended downward from their September 30, 2010 levels when the concentrations were 79.1% in Ohio and 19.0% in Florida. Of the total mortgage and home equity loan originations for the ~~three~~nine months ended ~~December 31, 2019, 23.1%~~June 30, 2020, 25.2% are secured by properties in states other than Ohio or Florida.

Our residential Home Today loans are another area of credit risk concern as the majority of these loans were originated under less stringent underwriting and credit standards than our ~~residential~~Residential Core portfolio. Although we no longer originate loans under this program and the principal balance in these loans had declined to ~~$82.7~~$77.7 million at ~~December 31, 2019,~~June 30, 2020, and constituted only 0.6% of our total “held for investment” loan portfolio balance, they comprised ~~19.5%~~14.0% and ~~21.5%~~15.4% of our 90 days or greater delinquencies and our total delinquencies, respectively, at that date. At ~~December 31, 2019,~~June 30, 2020, approximately ~~95%~~95.6% and 5%4.3% of our residential Home Today loans were secured by properties in Ohio and Florida, respectively. At ~~December 31, 2019,~~June 30, 2020, the percentages of those loans delinquent 30 days or more in Ohio and Florida were ~~9.0%~~6.3% and ~~7.3%~~5.4%, respectively. We attempted to manage our Home Today credit risk by requiring private mortgage insurance for some loans. At ~~December 31, 2019, 13.0%~~June 30, 2020, 12.5% of Home Today loans included private mortgage insurance coverage. From a peak recorded investment of $306.6 million at December 31, 2007, the total recorded investment of the Home Today portfolio has declined to ~~$82.3~~$77.4 million at ~~December 31, 2019.~~June 30, 2020. Since the vast majority of Home Today loans were originated prior to March 2009 and we are no longer originating loans under our Home Today program, the Home Today portfolio will continue to decline in balance, primarily due to contractual amortization. To supplant the Home Today product and to continue to meet the credit needs of our customers and the communities that we serve, we have offered Fannie Mae eligible, Home Ready loans since fiscal 2016. These loans are originated in accordance with Fannie Mae's underwriting standards. While we retain the servicing rights related to these loans, the loans, along with the credit risk associated therewith, are securitized/sold to Fannie Mae.

Maintaining Access to Adequate Liquidity and Diverse Funding Sources to Support our Growth. For most insured depositories, customer and community confidence are critical to their ability to maintain access to adequate liquidity and to conduct business in an orderly manner. We believe that a well capitalized institution is one of the most important factors in nurturing customer and community confidence. Accordingly, we have managed the pace of our growth in a manner that reflects our emphasis on high capital levels. At ~~December 31, 2019,~~June 30, 2020, the Association’s ratio of Tier 1 (leverage) capital to net average assets (a basic industry measure that deems 5.00% or above to represent a “well capitalized” status) was ~~10.19%~~10.25%. The Association's Tier 1 (leverage) capital ratio is lower at ~~December 31, 2019~~June 30, 2020 than its ratio at September 30, 2019, which was 10.54%, due primarily to a $57 million cash dividend payment that the Association made to the Company, its sole shareholder, in December 2019 that reduced the Association's Tier 1 (leverage) capital ratio by an estimated 39 basis points. Because of its intercompany nature, this dividend payment did not impact the Company's consolidated capital ratios which are reported in the Liquidity and Capital Resources section of this Item 2. We expect to continue to remain a well capitalized institution.

In managing its level of liquidity, the Company monitors available funding sources, which include attracting new deposits (including brokered CDs), borrowings from others, the conversion of assets to cash and the generation of funds through

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profitable operations. The Company has traditionally relied on retail deposits as its primary means in meeting its funding needs. At ~~December 31, 2019,~~June 30, 2020, deposits totaled ~~$9.00~~$9.23 billion (including ~~$501.4~~$553.9 million of brokered CDs), while borrowings totaled ~~$3.89~~$3.76 billion and borrowers’ advances and servicing escrows totaled ~~$130.9~~$134.3 million, combined. In evaluating funding sources, we consider many factors, including cost, collateral, duration and optionality, current availability, expected sustainability, impact on operations and capital levels.

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To attract deposits, we offer our customers attractive rates of interest on our deposit products. Our deposit products typically offer rates that are highly competitive with the rates on similar products offered by other financial institutions. We intend to continue this practice, subject to market conditions.

We preserve the availability of alternative funding sources through various mechanisms. First, by maintaining high capital levels, we retain the flexibility to increase our balance sheet size without jeopardizing our capital adequacy. Effectively, this permits us to increase the rates that we offer on our deposit products thereby attracting more potential customers. Second, we pledge available real estate mortgage loans and investment securities with the FHLB of Cincinnati and the FRB-Cleveland. At ~~December 31, 2019,~~June 30, 2020, these collateral pledge support arrangements provided the Association with the ability to immediately borrow an additional ~~$73.1~~$13.6 million from the FHLB of Cincinnati and ~~$41.7~~$393.3 million from the FRB-Cleveland Discount Window. From the perspective of collateral value securing FHLB of Cincinnati advances, our capacity limit for additional borrowings beyond the balance outstanding at ~~December 31, 2019~~June 30, 2020 was ~~$4.27~~$4.22 billion, subject to satisfaction of the FHLB of Cincinnati common stock ownership requirement. To satisfy the common stock ownership requirement for the maximum limit of borrowing, we would need to increase our ownership of FHLB of Cincinnati common stock by an additional ~~$85.4~~$189.3 million. Third, we have the ability to purchase overnight Fed Funds up to $200 million through various arrangements with other institutions. Fourth, we invest in high quality marketable securities that exhibit limited market price variability, and to the extent that they are not needed as collateral for borrowings, can be sold in the institutional market and converted to cash. At ~~December 31, 2019,~~June 30, 2020, our investment securities portfolio totaled ~~$554.0~~$514.3 million. Finally, cash flows from operating activities have been a regular source of funds. During the ~~three~~nine months ended ~~December 31,~~June 30, 2020 and 2019, ~~and 2018,~~ cash flows from operations provided ~~$29.4~~$91.4 million and ~~$34.4~~$72.6 million, respectively.

First mortgage loans (primarily fixed-rate, mortgage refinances with terms of 15 years or more, and Home Ready) originated under ~~the revised~~Fannie Mae compliant procedures are eligible for sale to Fannie Mae either as whole loans or within mortgage-backed securities. We expect that certain loan types (i.e. our Smart Rate adjustable-rate loans, home purchase fixed-rate loans and 10-year fixed-rate loans) will continue to be originated under our legacy procedures, which are not eligible for sale to Fannie Mae. For loans that are not originated under ~~the revised (Fannie Mae)~~Fannie Mae procedures, the Association’s ability to reduce interest rate risk via loan sales is limited to those loans that have established payment histories, strong borrower credit profiles and are supported by adequate collateral values that meet the requirements of the FHLB's Mortgage Purchase Program or of private third-party investors. At ~~December 31, 2019, $9.6~~June 30, 2020, $51.1 million of agency eligible, long-term, fixed-rate first mortgage loans were classified as “held for sale.” During the ~~three~~nine months ended ~~December 31, 2019, $9.6~~June 30, 2020, the principal balance of loans sold to Fannie Mae included $42.9 million of agency-compliant Home Ready loans (including $3.2 million in contracts pending settlement) and ~~$99.9~~$369.7 million of long-term, fixed-rate, agency-compliant, non-Home Ready first mortgage loans ~~were sold to Fannie Mae.~~(including $40.0 million in contracts pending settlement). Additionally, ~~$99.0~~$225.6 million of fixed-rate loans were sold ~~in a single bulk sale~~ to a private ~~investor.~~investors.

Overall, while customer and community confidence can never be assured, the Company believes that its liquidity is adequate and that it has access to adequate alternative funding sources.

Monitoring and Controlling Our Operating Expenses. We continue to focus on managing operating expenses. Our ratio of annualized non-interest expense to average assets was ~~1.30%~~1.27% for the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 and ~~1.36%~~1.40% for the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. As of ~~December 31, 2019,~~June 30, 2020, our average assets per full-time employee and our average deposits per full-time employee were ~~$13.7~~$14.7 million and ~~$8.3~~$9.1 million, respectively. We believe that each of these measures compares favorably with industry averages. Our relatively high average of deposits (exclusive of brokered CDs) held at our branch offices ($~~229.7~~234.5 million per branch office as of ~~December 31, 2019)~~June 30, 2020) contributes to our expense management efforts by limiting the overhead costs of serving our customers. We will continue our efforts to control operating expenses as we grow our business.

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Critical Accounting Policies

Critical accounting policies are defined as those that involve significant judgments and uncertainties, and could potentially give rise to materially different results under different assumptions and conditions. We believe that the most critical accounting policies upon which our financial condition and results of operations depend, and which involve the most complex subjective decisions or assessments, are our policies with respect to our allowance for loan losses, income taxes and pension benefits.

Allowance for Loan Losses. We provide for loan losses based on the allowance method. Accordingly, all loan losses are charged to, and all recoveries are credited to, the related allowance. Additions to the allowance for loan losses are provided by charges to income based on various factors which, in our judgment, deserve current recognition in estimating probable losses. We regularly review the loan portfolio and make provisions (or recapture credits) for loan losses in order to maintain the allowance for loan losses in accordance with U.S. GAAP. Our allowance for loan losses consists of two components:

(1)individual valuation allowances (IVAs) established for any impaired loans dependent on cash flows, such as performing TDRs, and on loans individually reviewed that represents further deterioration in the fair value of the collateral not yet identified as uncollectible; and

~~Table~~(2)general valuation allowances (GVAs), which are comprised of ~~Contents~~quantitative GVAs, which are general allowances for loan losses for each loan type based on historical loan loss experience and qualitative GVAs, which are adjustments to the quantitative GVAs, maintained to cover uncertainties that affect our estimate of incurred probable losses for each loan type.


~~(1)~~	individual valuation allowances (IVAs) established for any impaired loans dependent on cash flows, such as performing TDRs, and IVAs related to a portion of the allowance on loans individually reviewed that represents further deterioration in the fair value of the collateral not yet identified as uncollectible; and


~~(2)~~	general valuation allowances (GVAs), which are comprised of quantitative GVAs, which are general allowances for loan losses for each loan type based on historical loan loss experience and qualitative GVAs, which are adjustments to the quantitative GVAs, maintained to cover uncertainties that affect our estimate of incurred probable losses for each loan type.

The qualitative GVAs expand our ability to identify and estimate probable losses and are based on our evaluation of the following factors, some of which are consistent with factors that impact the determination of quantitative GVAs. For example, delinquency statistics (both current and historical) are used in developing the quantitative GVAs while the trending of the delinquency statistics is considered and evaluated in the determination of the qualitative GVAs. Factors impacting the determination of qualitative GVAs include:

•changes in lending policies and procedures including underwriting standards, collection, charge-off or recovery practices;

•changes in national, regional, and local economic and business conditions and trends including treasury yields, housing market factors and trends, such as the status of loans in foreclosure, real estate in judgment and real estate owned, and unemployment statistics and trends;

•changes in the nature and volume of the portfolios including home equity lines of credit nearing the end of the draw period and adjustable-rate mortgage loans nearing a rate reset;

•changes in the experience, ability or depth of lending management;

•changes in the volume or severity of past due loans, volume of non-accrual loans, or the volume and severity of adversely classified loans including the trending of delinquency statistics (both current and historical), historical loan loss experience and trends, the frequency and magnitude of multiple restructurings of loans previously the subject of TDRs, and uncertainty surrounding borrowers’ ability to recover from temporary hardships for which short-term loan restructurings are granted;

•changes in the quality of the loan review system;

•changes in the value of the underlying collateral including asset disposition loss statistics (both current and historical) and the trending of those statistics, and additional charge-offs on individually reviewed loans;

•existence of any concentrations of credit; and

•effect of other external factors such as the COVID-19 pandemic, competition, market interest rate changes or legal and regulatory requirements including market conditions and regulatory directives that impact the entire financial services industry.

As of June 30, 2020 certain of our borrowers have experienced unemployment or reduced income as a result of the COVID-19 global pandemic and have requested some type of loan payment forbearance. We began offering short-term forbearance plans to borrowers affected by COVID-19 on March 13, 2020. These forbearance plans totaled $230.3 million, or 1.72% of total loans receivable, at June 30, 2020, of which $202.6 million were related to first mortgage loans and $27.8 million were related to home equity loans and lines of credit. Although we are not currently receiving payments on loans in active COVID-19 forbearance plans, the majority of these accounts are reported as current and accruing and are not currently, nor anticipated to be, included in the recorded investment of TDRs as the Company has elected to apply the temporary suspension of TDR requirements provided by the revised interagency statement and the CARES Act for eligible loan

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modifications. Further details about active COVID-19 forbearance plans and post-forbearance loan workouts can be found in Note 4, Allowance for Loan Losses, of the Notes to the Unaudited Interim Consolidated Financial Statements

At June 30, 2020, the severity of the impact from the COVID-19 pandemic on economic and housing markets and on borrower performance within our loan portfolios remains highly uncertain and, due to its recent onset, is not fully captured within our historical loan loss experience from which the quantitative portion of our allowance for loan losses is derived. Therefore, it was necessary to qualitatively assess our best estimate of probable losses related to the current economic environment heavily influenced by COVID-19. A thorough analysis was conducted, during which we considered, among other things, current and forecast unemployment rates, deterioration in housing indices, risk characteristics of accounts in COVID-19 forbearance plans, specific potential exposures within our loan portfolios and loss experience from previous recessions. At June 30, 2020, our allowance for loan losses totaled $45.6 million and included a qualitative component of $24.2 million, the majority of which is the result of the COVID-19 analysis.

When loan restructurings qualify as TDRs and the loans are performing according to the terms of the restructuring, we record an IVA based on the present value of expected future cash flows, which includes a factor for potential subsequent defaults, discounted at the effective interest rate of the original loan contract. Potential defaults are distinguished from multiple restructurings as borrowers who default are generally not eligible for subsequent restructurings. At ~~December 31, 2019~~,June 30, 2020, the balance of such individual valuation allowances was ~~$13.4 million~~.$12.9 million. In instances when loans require multiple restructurings, additional valuation allowances may be required. The new valuation allowance on a loan that has multiple restructurings is calculated based on the present value of the expected cash flows, discounted at the effective interest rate of the original loan contract, considering the new terms of the restructured agreement. Due to the immaterial amount of this exposure to date, we continue to capture this exposure as a component of our qualitative GVA evaluation. The significance of this exposure will be monitored and, if warranted, we will enhance our loan loss methodology to include a new default factor (developed to reflect the estimated impact to the balance of the allowance for loan losses that will occur as a result of subsequent future restructurings) that will be assessed against all loans reviewed collectively. If new default factors are implemented, the qualitative GVA methodology will be adjusted to preclude duplicative loss consideration.

Home equity loans and lines of credit generally have higher credit risk than traditional residential mortgage loans. These loans and credit lines are usually in a second lien position and when combined with the first mortgage, result in generally higher overall loan-to-value ratios. In a stressed housing market with high delinquencies and decreasing housing prices, these higher loan-to-value ratios represent a greater risk of loss to the Company. A borrower with more equity in the property has a vested interest in keeping the loan current when compared to a borrower with little or no equity in the property. In light of the past weakness in the housing market and uncertainty with respect to future employment levels and economic prospects, we conduct an expanded loan level evaluation of our home equity loans and lines of credit, including bridge loans used to aid borrowers in buying a new home before selling their old one, which are delinquent 90 days or more. This expanded evaluation is in addition to our traditional evaluation procedures. Considering the review process and our suspension program, no allowance is deemed necessary for our unfunded commitments on this

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portfolio. Our home equity loans and lines of credit portfolio continues to comprise a significant portion of our gross charge-offs. At ~~December 31, 2019,~~June 30, 2020, we had a recorded investment of ~~$2.25~~$2.31 billion in home equity loans and equity lines of credit outstanding, of which ~~$5.2~~$5.5 million, or 0.2% were delinquent 90 days or more.

We evaluate the allowance for loan losses based upon the combined total of the quantitative and qualitative GVAs and IVAs. We periodically evaluate the carrying value of loans and the allowance is adjusted accordingly. While we use the best information available to make evaluations, future additions to the allowance may be necessary based on unforeseen changes in loan quality and economic conditions.

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The following tables set forth the allowance for loan losses allocated by loan category, the percent of allowance in each category to the total allowance, and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.


	December 31, 2019							June 30, 2020										March 31, 2020
	Amount		Percent of Allowance to Total Allowance		Percent of Loans in Category to Total Loans			Amount		Percent of Allowance to Total Allowance		Percent of Loans in Category to Total Loans		Amount		Percent of Allowance to Total Allowance		Percent of Loans in Category to Total Loans
	(Dollars in thousands)							(Dollars in thousands)
Real estate loans:							Real estate loans:
Residential Core	$	18,312	49.1	%	82.5	%	Residential Core	$	19,625	43.1	%	82.0	%	$	17,367	39.1	%	82.0	%
Residential Home Today	4,232		11.4		0.6		Residential Home Today	5,518		12.1	%	0.6	%	5,070		11.5	%	0.6	%
Home equity loans and lines of credit	14,744		39.5		16.5		Home equity loans and lines of credit	20,416		44.8	%	17.0	%	21,945		49.4	%	17.0	%
Construction	4		—		0.4		Construction	5		—	%	0.4	%	5		—	%	0.4	%

Total allowance	$	37,292	100.0	%	100.0	%	Total allowance	$	45,564	100.0	%	100.0	%	$	44,387	100.0	%	100.0	%


	September 30, 2019						December 31, 2018							September 30, 2019										June 30, 2019
	Amount		Percent of Allowance to Total Allowance		Percent of Loans in Category to Total Loans		Amount		Percent of Allowance to Total Allowance		Percent of Loans in Category to Total Loans			Amount		Percent of Allowance to Total Allowance		Percent of Loans in Category to Total Loans		Amount		Percent of Allowance to Total Allowance		Percent of Loans in Category to Total Loans
	(Dollars in thousands)													(Dollars in thousands)
Real estate loans:													Real estate loans:
Residential Core	$	19,753	50.8	%	82.5	%	$	19,165	45.7	%	84.2	%	Residential Core	$	19,753	50.8	%	82.5	%	$	18,720	47.6	%	83.0	%
Residential Home Today	4,209		10.8		0.6		3,748		8.9		0.7		Residential Home Today	4,209		10.8	%	0.6	%	3,378		8.6	%	0.6	%
Home equity loans and lines of credit	14,946		38.4		16.5		19,021		45.4		14.6		Home equity loans and lines of credit	14,946		38.4	%	16.5	%	17,211		43.8	%	16.0	%
Construction	5		—		0.4		4		—		0.5		Construction	5		—	%	0.4	%	4		—	%	0.4	%

Total allowance	$	38,913	100.0	%	100.0	%	$	41,938	100.0	%	100.0	%	Total allowance	$	38,913	100.0	%	100.0	%	$	39,313	100.0	%	100.0	%

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The following table sets forth activity in our allowance for loan losses segregated by geographic location for the periods indicated. The majority of our construction loan portfolio is secured by properties located in Ohio and the balances of other loans are considered immaterial, therefore neither was segregated.

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	As of and For the Three Months Ended December 31,							As of and For the Three Months Ended June 30,									As of and For the Nine Months Ended June 30,
	2019			2018				2020			2019			2020			2019
	(Dollars in thousands)							(Dollars in thousands)
Allowance balance (beginning of the period)	$	38,913		$	42,418		Allowance balance (beginning of the period)	$	44,387		$	40,286		$	38,913		$	42,418
Charge-offs:							Charge-offs:
Real estate loans:							Real estate loans:
Residential Core							Residential Core
Ohio	274			243			Ohio	435			342			1,181			713
Florida	196			—			Florida	—			158			196			244
Other	15			—			Other	5			—			20			85
Total Residential Core	485			243			Total Residential Core	440			500			1,397			1,042
Residential Home Today							Residential Home Today
Ohio	359			241			Ohio	220			257			808			583

Total Residential Home Today	359			241			Total Residential Home Today	220			257			808			583
Home equity loans and lines of credit							Home equity loans and lines of credit
Ohio	244			290			Ohio	232			389			730			908
Florida	352			445			Florida	118			144			711			644
California	—			22			California	—			—			—			22
Other	149			86			Other	241			227			507			504
Total Home equity loans and lines of credit	745			843			Total Home equity loans and lines of credit	591			760			1,948			2,078

Total charge-offs	1,589			1,327			Total charge-offs	1,251			1,517			4,153			3,703
Recoveries:							Recoveries:
Real estate loans:							Real estate loans:
Residential Core	810			211			Residential Core	573			498			1,747			1,475
Residential Home Today	527			468			Residential Home Today	680			385			1,867			1,477
Home equity loans and lines of credit	1,631			2,168			Home equity loans and lines of credit	1,175			1,661			4,190			5,646

Total recoveries	2,968			2,847			Total recoveries	2,428			2,544			7,804			8,598
Net recoveries (charge-offs)	1,379			1,520			Net recoveries (charge-offs)	1,177			1,027			3,651			4,895
Provision (Credit) for loan losses	(3,000		)	(2,000		)	Provision (Credit) for loan losses	—			(2,000)			3,000			(8,000)
Allowance balance (end of the period)	$	37,292		$	41,938		Allowance balance (end of the period)	$	45,564		$	39,313		$	45,564		$	39,313
Ratios:							Ratios:
Net recoveries (charge-offs) to average loans outstanding (annualized)	0.04		%	0.05		%	Net recoveries (charge-offs) to average loans outstanding (annualized)	0.03		%	0.03		%	0.04		%	0.05		%
Allowance for loan losses to non-accrual loans at end of the period	61.84		%	54.48		%	Allowance for loan losses to non-accrual loans at end of the period	84.47		%	53.24		%	84.47		%	53.24		%
Allowance for loan losses to the total recorded investment in loans at end of the period	0.28		%	0.32		%	Allowance for loan losses to the total recorded investment in loans at end of the period	0.34		%	0.30		%	0.34		%	0.30		%

Net recoveries continued, totaling $~~1.4 million~~ ~~during the three months ended~~ ~~December 31, 2019~~ ~~compared to $1.5~~$3.7 million during the ~~three~~nine months ended ~~December 31, 2018~~.June 30, 2020 compared to $4.9 million during the nine months ended June 30, 2019. We reported net recoveries for ~~eleven~~13 out of the last ~~twelve~~14 quarters, primarily due to improvements in the values of properties used to secure loans that were fully or partially charged off after the 2008 collapse of the housing market. Charge-offs are recognized on loans identified as collateral dependent and subject to individual review when the collateral value does not sufficiently support full repayment of the obligation. Recoveries are recognized on previously charged off loans as borrowers perform their repayment obligations or as loans with improved collateral positions reach final resolution.

~~With the exception of the Home equity loans and lines of credit portfolio,~~Gross charge-offs increased slightly, but remained at relatively low levels, during the ~~three months~~nine months ended ~~December 31, 2019~~June 30, 2020 when compared to the ~~three months~~nine months ended ~~December 31, 2018.~~June 30, 2019. We continue to evaluate loans becoming delinquent for potential losses and record provisions for the

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estimate of potential losses of those loans. WeSubject to the duration and depth of the impact from COVID-19, we expect a moderate level of charge-offs to continue as delinquent loans are resolved in the future and uncollected balances are charged against the allowance.

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During the three months ended ~~December 31, 2019~~,June 30, 2020, the total allowance for loan losses ~~decreased~~ ~~$1.6~~increased $1.2 million, to ~~$37.3~~$45.6 million from $~~38.9~~$44.4 million at ~~September 30, 2019~~,March 31, 2020, as we recorded ~~a $3.0 million credit~~no provision for loan ~~losses, and had~~losses. During the three months ended June 30, 2020, we recorded net recoveries of ~~$1.4~~$1.2 million. The allowance for loan losses related to loans evaluated collectively ~~decreased~~increased by ~~$1.7~~$1.9 million during the three months ended ~~December 31, 2019~~,June 30, 2020, and the allowance for loan losses related to loans evaluated individually ~~remained relatively flat.~~moderately decreased. Refer to the "Activity in the Allowance for Loan Losses" and "Analysis of the Allowance for Loan Losses" tables in Note 4 of the Notes to the Unaudited Interim Consolidated Financial Statements for more information. Other than the less significant construction and other loans segments, changes during the three months ended ~~December 31, 2019~~June 30, 2020 in the balances of the GVAs, excluding changes in IVAs, related to the significant loan segments are described as follows:

•

•Residential Core – The recorded investment of this segment decreased 1.5%, or $163.1 million, and its total allowance increased 13.0% or $2.3 million. The portion of allowance for this segment that was determined by evaluating groups of loans collectively (i.e. those loans that were not individually evaluated), increased $2.5 million, or 24.8%, from $10.3 million at March 31, 2020, to $12.8 million at June 30, 2020. The ratio of this portion of the allowance to the total balance of loans in this segment that were evaluated collectively, increased 0.03% to 0.12% at June 30, 2020 from 0.09% at March 31, 2020. Total delinquencies increased 1.3% to $17.8 million at June 30, 2020 from $17.6 million at March 31, 2020. Delinquencies greater than 90 days increased by 8.2% to $9.8 million at June 30, 2020 from $9.1 million at March 31, 2020. There were net recoveries of $0.1 million for the quarter ended June 30, 2020 compared to net charge-offs of $2 thousand during the quarter ended June 30, 2019. The increase in the ratio of the allowance is reflected by the overall deterioration in the macro-economic environment from the impact of the COVID-19 global outbreak.

•Residential Home Today – The recorded investment of this segment decreased 2.8%, or $2.7 million, as we are no longer originating loans under the Home Today program. The total allowance for this segment increased to $5.5 million at June 30, 2020, from $5.1 million at March 31, 2020. Similarly, the portion of allowance that was determined by evaluating groups of loans collectively increased to $3.2 million during the quarter ended June 30, 2020, from $2.6 million at March 31, 2020. The ratio of this portion of the allowance to the total balance of loans in this segment that were evaluated collectively, increased to 7.6% at June 30, 2020 from 6.0% at March 31, 2020. Total delinquencies decreased to $4.8 million at June 30, 2020 from $6.6 million at March 31, 2020. Delinquencies greater than 90 days decreased 11.8% to $2.5 million from $2.8 million at March 31, 2020. There were net recoveries of $0.5 million recorded during the current quarter compared to net recoveries of $0.1 million recorded during the quarter ended June 30, 2019. This allowance increased only slightly, reflecting increased COVID-19 exposure, but was tempered based on not only the generally declining portfolio balance, but also on the credit profile trends in this portfolio. Risk remains based on the generally less stringent credit requirements that were in place at the time that these borrowers qualified for their loans.

•Home Equity Loans and Lines of Credit – The recorded investment of this segment decreased 1.4%, or $32.5 million, to $2.31 billion at June 30, 2020 from $2.34 billion at March 31, 2020. The total allowance for this segment decreased 7.0% to $20.4 million from $21.9 million at March 31, 2020. During the quarter ended June 30, 2020, the portion of allowance for this segment that was determined by evaluating groups of loans collectively, decreased by $1.2 million, or 6.7%, from $17.8 million to $16.6 million. The ratio of this portion of the allowance to the total balance of loans in this segment that were evaluated collectively decreased 0.04% to 0.73% at June 30, 2020 from 0.77% at March 31, 2020. Total delinquencies for this portfolio segment decreased 5.6% to $8.8 million at June 30, 2020 as compared to $9.3 million at March 31, 2020. Delinquencies greater than 90 days increased 13.5% to $5.5 million at June 30, 2020 from $4.8 million at March 31, 2020. Net recoveries for this loan segment during the current quarter were less at $0.6 million as compared to $0.9 million for the quarter ended June 30, 2019. While there were some improvements in the credit metrics of this portfolio during the quarter, the elevated allowance for this loan segment reflects our consideration of the potentially adverse impact from the COVID-19 outbreak. – The recorded investment of this segment increased 2.1%, or $230.1 million, while its total allowance decreased 7.3% or $1.4 million. The portion of allowance for this segment that was determined by evaluating groups of loans collectively (i.e. those loans that were not individually evaluated), decreased $1.4 million, or 11.1%, from $12.7 million at September 30, 2019, to $11.3 million at December 31, 2019. The ratio of this portion of the allowance to the total balance of loans in this segment that were evaluated collectively, decreased 0.02% to 0.10% at December 31, 2019 from 0.12% at September 30, 2019. Total delinquencies decreased 3.6% to $17.9 million at December 31, 2019 from $18.5 million at September 30, 2019. Delinquencies greater than 90 days slightly increased by 5.0% to $8.1 million at December 31, 2019 from $7.7 million at September 30, 2019. There were net recoveries of $325 thousand for the quarter ended December 31, 2019 compared to net charge-offs of $32 thousand during the quarter ended December 31, 2018. The decrease in the ratio of the allowance reflected the improved delinquencies and increase in net recoveries when compared to the prior period. The credit profile of this portfolio segment remained strong during the quarter due to the addition of high credit quality residential first mortgage loans.

•

~~Residential Home Today~~ – The recorded investment of this segment decreased 2.4%, or $2.3 million, as we are no longer originating loans under the Home Today program. The total allowance for this segment remained constant at $4.2 million. Similarly, the portion of allowance that was determined by evaluating groups of loans collectively remained at $1.8 million during the quarter ended December 31, 2019. The ratio of this portion of the allowance to the total balance of loans in this segment that were evaluated collectively, slightly increased to 3.9% at December 31, 2019 from 3.8% at September 30, 2019. Total delinquencies increased to $7.3 million at December 31, 2019 from $6.9 million at September 30, 2019. Delinquencies greater than 90 days increased 21.8% to $3.2 million from $2.6 million at September 30, 2019. Net recoveries of $0.2 million were recorded during the current quarter and during the quarter ended December 31, 2018. This allowance remains relatively flat based on not only the generally declining portfolio balance, but also on the credit profile trends in this portfolio. Risk remains based on the generally less stringent credit requirements that were in place at the time that these borrowers qualified for their loans.

•

~~Home Equity Loans and Lines of Credit~~ – The recorded investment of this segment increased 2.1%, or $46.6 million, to $2.25 billion at December 31, 2019 from $2.20 billion at September 30, 2019. The total allowance for this segment decreased 1.35% to $14.7 million from $14.9 million at September 30, 2019. During the quarter ended December 31, 2019, the portion of allowance for this segment that was determined by evaluating groups of loans collectively, slightly decreased by $0.1 million, or 1.4%, from $10.9 million to $10.8 million. The ratio of this portion of the allowance to the total balance of loans in this segment that were evaluated collectively remained at 0.5% at December 31, 2019. Total delinquencies for this portfolio segment decreased 11.5% to $8.8 million at December 31, 2019 as compared to $10.0 million at September 30, 2019. Delinquencies greater than 90 days decreased 10.7% to $5.2 million at December 31, 2019 from $5.8 million at September 30, 2019. Net recoveries for this loan segment during the current quarter were less at $0.9 million as compared to $1.3 million for the quarter ended December 31, 2018. The reduction in the allowance is mainly supported by a reduction in the principal balance of home equity lines of credit coming to an end of the draw period. This portion of the allowance addresses exposure from customers whose lines of credit were originated without amortizing payments during the draw period and who could face potential increased payment shock at the end of the draw period. The principal balance of home equity lines of credit originated without amortizing payments during the draw period that are coming to the end of its draw period through fiscal 2020 is $3.8 million at December 31, 2019 as compared to $8.1 million at September 30, 2019. As this exposure decreases without incurring significant loss, the portion of the overall allowance allocated to the home equity loans and lines of credit category can be decreased. Originations after February 2013 require an amortizing payment during the draw period and do not face the same end-of-draw increased payment shock risk.

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Loan Portfolio Composition

The following table sets forth the composition of the portfolio of loans held for investment, by type of loan segregated by geographic location at the indicated dates, excluding loans held for sale. The majority of our construction loan portfolio is secured by properties located in Ohio and the balances of other loans are immaterial. Therefore, neither was segregated by geographic location.

December 31, 2019 September 30, 2019 December 31, 2018
Amount Percent Amount Percent Amount Percent
(Dollars in thousands)
Real estate loans:
Residential Core
Ohio $ 6,378,193
$ 6,197,261
$ 6,070,710

Florida 1,769,129
1,748,816
1,755,482

Other 2,984,566
2,956,947
3,077,639

Total Residential Core 11,131,888
82.5 % 10,903,024
82.5 % 10,903,831
84.2 %
Residential Home Today
Ohio 78,866
81,081
88,261

Florida 3,724
3,771
4,132

Other 89
90
177

Total Residential Home Today 82,679
0.6
84,942
0.6
92,570
0.7
Home equity loans and lines of credit
Ohio 676,085
677,212
660,937

Florida 426,479
415,849
383,784

California 365,474
357,550
286,510

Other 753,342
724,350
566,954

Total Home equity loans and lines of credit 2,221,380
16.5
2,174,961
16.5
1,898,185
14.6
Total Construction 51,404
0.4
52,332
0.4
59,185
0.5
Other loans 2,900
—
3,166
—
3,000
—
Total loans receivable 13,490,251
100.0 % 13,218,425
100.0 % 12,956,771
100.0 %
Deferred loan expenses, net 43,785
41,976
39,526

Loans in process (28,972 ) (25,743 ) (34,833 )
Allowance for loan losses (37,292 ) (38,913 ) (41,938 )
Total loans receivable, net $ 13,467,772
$ 13,195,745
$ 12,919,526


	June 30, 2020						March 31, 2020						September 30, 2019				June 30, 2019
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
	(Dollars in thousands)
Real estate loans:
Residential Core
Ohio	$	6,174,267			$	6,333,074			$	6,197,261			$	6,084,087
Florida	1,810,151				1,779,467				1,748,816				1,748,170
Other	3,001,314				3,036,297				2,956,947				2,994,520
Total Residential Core	10,985,732		82.0	%	11,148,838		82.0	%	10,903,024		82.5	%	10,826,777		83.0	%
Residential Home Today
Ohio	74,315				76,681				81,081				83,723
Florida	3,323				3,632				3,771				3,889
Other	86				88				90				173
Total Residential Home Today	77,724		0.6	%	80,401		0.6	%	84,942		0.6	%	87,785		0.6	%
Home equity loans and lines of credit
Ohio	673,592				686,604				677,212				668,755
Florida	438,256				441,711				415,849				403,551
California	367,984				382,065				357,550				338,952
Other	804,320				806,139				724,350				674,595
Total Home equity loans and lines of credit	2,284,152		17.0	%	2,316,519		17.0	%	2,174,961		16.5	%	2,085,853		16.0	%
Total Construction	54,345		0.4	%	52,569		0.4	%	52,332		0.4	%	47,650		0.4	%
Other loans	2,720		—	%	2,700		—	%	3,166		—	%	2,878		—	%
Total loans receivable	13,404,673		100.0	%	13,601,027		100.0	%	13,218,425		100.0	%	13,050,943		100.0	%
Deferred loan expenses, net	44,776				44,941				41,976				41,724
Loans in process	(28,447)				(27,127)				(25,743)				(24,856)
Allowance for loan losses	(45,564)				(44,387)				(38,913)				(39,313)
Total loans receivable, net	$	13,375,438			$	13,574,454			$	13,195,745			$	13,028,498

Table of Contents

At ~~December 31, 2019,~~June 30, 2020, the unpaid principal balance of our home equity loans and lines of credit portfolio consisted of ~~$392.6~~$345.4 million in home equity loans (which included ~~$249.1~~$219.5 million of home equity lines of credit, which are in the amortization period and no longer eligible to be drawn upon, and ~~$21.5~~$15.5 million in bridge loans) and ~~$1.83~~$1.94 billion in home equity lines of credit. The following table sets forth credit exposure, principal balance, percent delinquent 90 days or more, the mean CLTV percent at the time of origination and the current mean CLTV percent of our home equity loans, home equity lines of credit and bridge loan portfolio as of ~~December 31, 2019.~~June 30, 2020. Home equity lines of credit in the draw period are reported according to geographic distribution.


	Credit Exposure		Principal Balance		Percent Delinquent 90 Days or More		Mean CLTV Percent at Origination (2)		Current Mean CLTV Percent (3)			Credit Exposure		Principal Balance		Percent Delinquent 90 Days or More		Mean CLTV Percent at Origination (2)		Current Mean CLTV Percent (3)
	(Dollars in thousands)											(Dollars in thousands)
Home equity lines of credit in draw period (by state)											Home equity lines of credit in draw period (by state)
Ohio	$	1,402,991	$	537,123	0.10	%	60	%	51	%	Ohio	$	1,482,495	$	549,029	0.11	%	60	%	51	%
Florida	645,437		319,298		0.03	%	58	%	52	%	Florida	702,976		347,280		0.06	%	57	%	51	%
California	646,128		296,313		0.01	%	62	%	58	%	California	668,770		308,328		0.01	%	61	%	58	%
Other (1)	1,432,235		676,046		0.01	%	64	%	60	%	Other (1)	1,591,607		734,127		0.03	%	64	%	59	%
Total home equity lines of credit in draw period	4,126,791		1,828,780		0.04	%	61	%	55	%	Total home equity lines of credit in draw period	4,445,848		1,938,764		0.06	%	61	%	54	%
Home equity lines in repayment, home equity loans and bridge loans	392,600		392,600		1.08	%	65	%	46	%	Home equity lines in repayment, home equity loans and bridge loans	345,388		345,388		1.29	%	65	%	45	%
Total	$	4,519,391	$	2,221,380	0.23	%	61	%	53	%	Total	$	4,791,236	$	2,284,152	0.24	%	61	%	53	%

_________________


~~(1)~~	~~No other individual state has a committed or drawn balance greater than 10% of our total equity lending portfolio and 5% of total loans.~~


~~(2)~~	~~Mean CLTV percent at origination for all home equity lines of credit is based on the committed amount.~~

~~(3)~~

Current Mean CLTV is based on best available first mortgage and property values as of December 31, 2019. Property values are estimated using HPI data published by the FHFA. Current Mean CLTV percent for home equity lines of credit in the draw period is calculated using the committed amount. Current Mean CLTV on home equity lines of credit in the repayment period is calculated using the principal balance.

(1)No other individual state has a committed or drawn balance greater than 10% of our total equity lending portfolio and 5% of total loans.

(2)Mean CLTV percent at origination for all home equity lines of credit is based on the committed amount.

(3)Current Mean CLTV is based on best available first mortgage and property values as of June 30, 2020. Property values are estimated using HPI data published by the FHFA. Current Mean CLTV percent for home equity lines of credit in the draw period is calculated using the committed amount. Current Mean CLTV on home equity lines of credit in the repayment period is calculated using the principal balance.

At ~~December 31, 2019, 35.6%~~June 30, 2020, 36.2% of our home equity lending portfolio was either in a first lien position ~~(19.7%~~(20.5%), in a subordinate (second) lien position behind a first lien that we held ~~(13.2%~~(13.1%) or behind a first lien that was held by a loan that we originated, sold and now service for others ~~(2.7%~~(2.6%). At ~~December 31, 2019, 13.9%~~June 30, 2020, 13.5% of our home equity line of credit portfolio in the draw period was making only the minimum payment on the outstanding line balance.

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The following table sets forth by calendar origination year, the credit exposure, principal balance, percent delinquent 90 days or more, the mean CLTV percent at the time of origination and the current mean CLTV percent of our home equity loans, home equity lines of credit and bridge loan portfolio as of ~~December 31, 2019.~~June 30, 2020. Home equity lines of credit in the draw period are included in the year originated:


	Credit Exposure		Principal Balance		Percent Delinquent 90 Days or More		Mean CLTV Percent at Origination (1)		Current Mean CLTV Percent (2)			Credit Exposure		Principal Balance		Percent Delinquent 90 Days or More		Mean CLTV Percent at Origination (1)		Current Mean CLTV Percent (2)
	(Dollars in thousands)											(Dollars in thousands)
Home equity lines of credit in draw period (3)											Home equity lines of credit in draw period (3)
2009 and Prior	$	4,208	$	1,444	—	%	49	%	45	%
2010	9,266		2,508		—	%	59	%	40	%
2010 and Prior											2010 and Prior	$	2,014	$	486	—	%	38	%	45	%
2013	40		17		—	%	79	%	54	%	2013	40		19		—	%	79	%	53	%

2014	92,647		27,679		—	%	59	%	40	%	2014	88,035		24,545		—	%	59	%	39	%
2015	199,709		74,304		0.06	%	60	%	43	%	2015	152,495		52,091		0.08	%	59	%	42	%
2016	379,163		149,765		0.21	%	61	%	48	%	2016	355,718		134,894		0.25	%	61	%	47	%
2017	822,411		368,777		0.08	%	60	%	51	%	2017	763,858		329,127		0.10	%	60	%	50	%
2018	1,135,453		547,650		0.01	%	61	%	56	%	2018	1,041,499		494,430		0.05	%	60	%	55	%
2019	1,483,894		656,636		0.01	%	62	%	62	%	2019	1,382,034		673,712		0.02	%	62	%	60	%
2020											2020	660,156		229,460		—	%	61	%	61	%
Total home equity lines of credit in draw period	4,126,791		1,828,780		0.04	%	61	%	55	%	Total home equity lines of credit in draw period	4,445,849		1,938,764		0.06	%	61	%	54	%
Home equity lines in repayment, home equity loans and bridge loans	392,600		392,600		1.08	%	65	%	46	%	Home equity lines in repayment, home equity loans and bridge loans	345,388		345,388		1.29	%	65	%	45	%
Total	$	4,519,391	$	2,221,380	0.23	%	61	%	53	%	Total	$	4,791,237	$	2,284,152	0.24	%	61	%	53	%

________________


~~(1)~~	~~Mean CLTV percent at origination for all home equity lines of credit is based on the committed amount.~~

~~(2)~~


~~(3)~~	~~There are no remaining principal balances of home equity lines of credit for years 2011 and 2012. Those years are excluded from the table above.~~

(1)Mean CLTV percent at origination for all home equity lines of credit is based on the committed amount.

(2)Current Mean CLTV is based on best available first mortgage and property values as of June 30, 2020. Property values are estimated using HPI data published by the FHFA. Current Mean CLTV percent for home equity lines of credit in the draw period is calculated using the committed amount. Current Mean CLTV on home equity lines of credit in the repayment period is calculated using the principal balance.

(3)There are no remaining principal balances of home equity lines of credit for years 2011 and 2012. Those years are excluded from the table above.

In general, the home equity line of credit product originated prior to June 2010 was characterized by a ten year draw period followed by a ten year repayment period; however, there were two types of transactions that could result in a draw period that extended beyond ten years. The first transaction involved customer requests for increases in the amount of their home equity line of credit. When the customer’s credit performance and profile supported the increase, the draw period term was reset for the ten year period following the date of the increase in the home equity line of credit amount. A second transaction that impacted the draw period involved extensions. If the account and customer met certain pre-established criteria, an offer was made to extend the otherwise expiring draw period by ten years from the date of the offer. If the customer chose to accept the extension, the origination date of the account remained unchanged but the account would have a revised draw period that was extended by ten years. As a result of these two programs, the reported draw periods for certain home equity lines of credit accounts exceeded ten years.

4854

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The following table sets forth by fiscal year when the draw period expires, the principal balance of home equity lines of credit in the draw period as of ~~December 31, 2019,~~June 30, 2020, segregated by the current combined LTV range.


	Current CLTV Category													Current CLTV Category
Home equity lines of credit in draw period (by end of draw fiscal year):	< 80%		80 - 89.9%		90 - 100%		>100%		Unknown (2)		Total		Home equity lines of credit in draw period (by end of draw fiscal year):	< 80%		80 - 89.9%		90 - 100%		>100%		Unknown (1)		Total
	(Dollars in thousands)													(Dollars in thousands)
2020 (1)	$	79,108	$	261	$	—	$	13	$	42	$	79,424
2020													2020	$	35,738	$	116	$	—	$	23	$	—	$	35,877
2021	28,218		68		—		—		—		28,286		2021	25,033		—		—		—		—		25,033
2022	28		—		—		—		—		28		2022	25		—		—		—		—		25
2023	17		—		—		—		—		17		2023	19		—		—		—		—		19
2024	17,702		72		—		2		—		17,776		2024	15,038		71		—		—		—		15,109
2025	16,229		45		—		—		19		16,293		2025	41,006		52		—		—		17		41,075
Post 2025	1,678,768		7,783		141		—		264		1,686,956		Post 2025	1,809,937		10,954		159		280		296		1,821,626
Total	$	1,820,070	$	8,229	$	141	$	15	$	325	$	1,828,780	Total	$	1,926,796	$	11,193	$	159	$	303	$	313	$	1,938,764

_________________


~~(1)~~	Home equity lines of credit whose draw period ends in fiscal year 2020 include $3.8 million of lines where the customer has an interest only payment during the draw period. All other home equity lines of credit have an amortizing payment during the draw period.


~~(2)~~	~~Market data necessary for stratification is not readily available.~~

(1)Market data necessary for stratification is not readily available.

The following table sets forth the breakdown of current mean CLTV percentages for our home equity lines of credit in the draw period as of ~~December 31, 2019.~~June 30, 2020.


	Credit Exposure		Principal Balance		Percent of Total Principal Balance		Percent Delinquent 90 Days or More		Mean CLTV Percent at Origination (2)		Current Mean CLTV Percent (3)			Credit Exposure		Principal Balance		Percent of Total Principal Balance		Percent Delinquent 90 Days or More		Mean CLTV Percent at Origination (2)		Current Mean CLTV Percent (3)
	(Dollars in thousands)													(Dollars in thousands)
Home equity lines of credit in draw period (by current mean CLTV)													Home equity lines of credit in draw period (by current mean CLTV)
< 80%	$	4,098,628	$	1,820,070	99.5	%	0.04	%	61	%	55	%	< 80%	$	4,416,742	$	1,926,796	99.4	%	0.06	%	61	%	54	%
80 - 89.9%	26,912		8,229		0.4	%	0.27	%	78	%	81	%	80 - 89.9%	27,615		11,193		0.6	%	0.20	%	79	%	81	%
90 - 100%	396		141		—	%	—	%	69	%	93	%	90 - 100%	160		159		—	%	—	%	87	%	93	%
> 100%	113		15		—	%	—	%	39	%	114	%	> 100%	795		303		—	%	7.36	%	60	%	130	%
Unknown (1)	742		325		0.1	%	—	%	35	%	(1	)	Unknown (1)	536		313		—	%	—	%	42	%	(1)
	$	4,126,791	$	1,828,780	100.0	%	0.04	%	61	%	55	%		$	4,445,848	$	1,938,764	100.0	%	0.06	%	61	%	54	%

_________________


~~(1)~~	~~Market data necessary for stratification is not readily available.~~


~~(2)~~	~~Mean CLTV percent at origination for all home equity lines of credit is based on the committed amount.~~

~~(3)~~

(1)Market data necessary for stratification is not readily available.

(2)Mean CLTV percent at origination for all home equity lines of credit is based on the committed amount.

Table of Contents

Delinquent Loans

The following tables set forth the recorded investment in loan delinquencies by type, segregated by geographic location and severity of delinquency as of the dates indicated.


	Loans Delinquent for
	30-89 Days		90 Days or More		Total
	(Dollars in thousands)
June 30, 2020
Real estate loans:
Residential Core
Ohio	$	5,712	$	5,696	$	11,408
Florida	1,205		2,483		3,688
Other	1,088		1,661		2,749
Total Residential Core	8,005		9,840		17,845
Residential Home Today
Ohio	2,265		2,398		4,663
Florida	81		97		178

Total Residential Home Today	2,346		2,495		4,841
Home equity loans and lines of credit
Ohio	776		2,041		2,817
Florida	687		933		1,620
California	518		584		1,102
Other	1,310		1,932		3,242
Total Home equity loans and lines of credit	3,291		5,490		8,781


Total	$	13,642	$	17,825	$	31,467


								Loans Delinquent for
	Loans Delinquent for							30-89 Days		90 Days or More		Total
	30-89 Days		90 Days or More		Total			(Dollars in thousands)
	(Dollars in thousands)
December 31, 2019
March 31, 2020							March 31, 2020
Real estate loans:							Real estate loans:
Residential Core							Residential Core
Ohio	$	6,919	$	6,437	$	13,356	Ohio	$	6,519	$	5,639	$	12,158
Florida	1,997		852		2,849		Florida	847		1,796		2,643
Other	892		765		1,657		Other	1,158		1,663		2,821
Total Residential Core	9,808		8,054		17,862		Total Residential Core	8,524		9,098		17,622
Residential Home Today							Residential Home Today
Ohio	4,003		3,038		7,041		Ohio	3,505		2,732		6,237
Florida	111		158		269		Florida	219		98		317

Total Residential Home Today	4,114		3,196		7,310		Total Residential Home Today	3,724		2,830		6,554
Home equity loans and lines of credit							Home equity loans and lines of credit
Ohio	1,358		2,121		3,479		Ohio	998		1,932		2,930
Florida	776		627		1,403		Florida	1,260		684		1,944
California	569		506		1,075		California	520		492		1,012
Other	953		1,922		2,875		Other	1,686		1,730		3,416
Total Home equity loans and lines of credit	3,656		5,176		8,832		Total Home equity loans and lines of credit	4,464		4,838		9,302

Total	$	17,578	$	16,426	$	34,004	Total	$	16,712	$	16,766	$	33,478

Loans Delinquent for
30-89 Days 90 Days or More Total
(Dollars in thousands)
September 30, 2019
Real estate loans:
Residential Core
Ohio $ 8,519
$ 5,503
$ 14,022
Florida 930
1,305
2,235
Other 1,405
866
2,271
Total Residential Core 10,854
7,674
18,528
Residential Home Today
Ohio 4,155
2,586
6,741
Florida 159
37
196
Total Residential Home Today 4,314
2,623
6,937
Home equity loans and lines of credit
Ohio 1,746
1,950
3,696
Florida 1,065
1,260
2,325
California 187
552
739
Other 1,189
2,035
3,224
Total Home equity loans and lines of credit 4,187
5,797
9,984
Total $ 19,355
$ 16,094
$ 35,449

Table of Contents


	Loans Delinquent for
	30-89 Days		90 Days or More		Total
	(Dollars in thousands)
September 30, 2019
Real estate loans:
Residential Core
Ohio	$	8,519	$	5,503	$	14,022
Florida	930		1,305		2,235
Other	1,405		866		2,271
Total Residential Core	10,854		7,674		18,528
Residential Home Today
Ohio	4,155		2,586		6,741
Florida	159		37		196

Total Residential Home Today	4,314		2,623		6,937
Home equity loans and lines of credit
Ohio	1,746		1,950		3,696
Florida	1,065		1,260		2,325
California	187		552		739
Other	1,189		2,035		3,224
Total Home equity loans and lines of credit	4,187		5,797		9,984


Total	$	19,355	$	16,094	$	35,449


								Loans Delinquent for
	Loans Delinquent for							30-89 Days		90 Days or More		Total
	30-89 Days		90 Days or More		Total			(Dollars in thousands)
	(Dollars in thousands)
December 31, 2018
June 30, 2019							June 30, 2019
Real estate loans:							Real estate loans:
Residential Core							Residential Core
Ohio	$	7,952	$	7,988	$	15,940	Ohio	$	6,003	$	7,632	$	13,635
Florida	1,068		1,543		2,611		Florida	665		1,888		2,553
Other	1,805		1,283		3,088		Other	379		1,361		1,740
Total Residential Core	10,825		10,814		21,639		Total Residential Core	7,047		10,881		17,928
Residential Home Today							Residential Home Today
Ohio	5,284		4,116		9,400		Ohio	4,098		3,269		7,367
Florida	191		118		309		Florida	274		40		314

Total Residential Home Today	5,475		4,234		9,709		Total Residential Home Today	4,372		3,309		7,681
Home equity loans and lines of credit							Home equity loans and lines of credit
Ohio	1,821		2,186		4,007		Ohio	1,387		2,677		4,064
Florida	1,332		1,949		3,281		Florida	1,718		1,388		3,106
California	763		524		1,287		California	799		685		1,484
Other	1,660		2,099		3,759		Other	1,390		2,023		3,413
Total Home equity loans and lines of credit	5,576		6,758		12,334		Total Home equity loans and lines of credit	5,294		6,773		12,067

Total	$	21,876	$	21,806	$	43,682	Total	$	16,713	$	20,963	$	37,676

Total loans seriously delinquent (i.e. delinquent 90 days or more) were ~~0.12%~~0.13% of total net loans at ~~December~~June 30, 2020, 0.12% at both March 31, ~~2019~~2020 and September 30, 2019, and ~~were 0.17%~~0.16% at ~~December 31, 2018, a decrease of five basis points from December 31, 2018.~~June 30, 2019. Total loans delinquent (i.e. delinquent 30 days or more) were ~~0.25%~~0.23% of total net loans at ~~December~~June 30, 2020, 0.25% at March 31, ~~2019,~~2020, 0.27% at September 30, 2019 and ~~0.34%~~0.29% at ~~December 31, 2018.~~

June 30, 2019.

Table of Contents

Non-Performing Assets and Troubled Debt Restructurings

The following table sets forth the recorded investments and categories of our non-performing assets and TDRs at the dates indicated.


	December 31, 2019			September 30, 2019			December 31, 2018				June 30, 2020			March 31, 2020			September 30, 2019			June 30, 2019
	(Dollars in thousands)										(Dollars in thousands)
Non-accrual loans:										Non-accrual loans:
Real estate loans:										Real estate loans:
Residential Core	$	33,310		$	37,052		$	41,011		Residential Core	$	30,306		$	32,960		$	37,052		$	38,696
Residential Home Today	11,551			12,442			14,438			Residential Home Today	10,615			11,231			12,442			13,085
Home equity loans and lines of credit	15,447			21,771			21,523			Home equity loans and lines of credit	13,018			13,654			21,771			22,055

Total non-accrual loans (1)(2)	60,308			71,265			76,972			Total non-accrual loans (1)(2)	53,939			57,845			71,265			73,836
Real estate owned	2,813			2,163			2,888			Real estate owned	1,395			2,728			2,163			2,120

Total non-performing assets	$	63,121		$	73,428		$	79,860		Total non-performing assets	$	55,334		$	60,573		$	73,428		$	75,956
Ratios:										Ratios:
Total non-accrual loans to total loans	0.45		%	0.54		%	0.59		%	Total non-accrual loans to total loans	0.40		%	0.42		%	0.54		%	0.57		%
Total non-accrual loans to total assets	0.41		%	0.49		%	0.54		%	Total non-accrual loans to total assets	0.36		%	0.39		%	0.49		%	0.51		%
Total non-performing assets to total assets	0.43		%	0.50		%	0.56		%	Total non-performing assets to total assets	0.37		%	0.40		%	0.50		%	0.53		%
TDRs: (not included in non-accrual loans above)										TDRs: (not included in non-accrual loans above)
Real estate loans:										Real estate loans:
Residential Core	$	48,047		$	47,829		$	51,116		Residential Core	$	47,301		$	48,029		$	47,829		$	49,575
Residential Home Today	24,878			24,651			25,972			Residential Home Today	24,369			24,720			24,651			25,176
Home equity loans and lines of credit	29,192			24,438			26,857			Home equity loans and lines of credit	29,381			29,906			24,438			25,444

Total	$	102,117		$	96,918		$	103,945		Total	$	101,051		$	102,655		$	96,918		$	100,195

_________________

~~(1)~~

At December 31, 2019, September 30, 2019, and December 31, 2018, the totals include $40.8 million, $52.1 million, and $51.2 million, respectively, in TDRs, which are less than 90 days past due but included with non-accrual loans for a minimum period of six months from the restructuring date due to their non-accrual status prior to restructuring, because of a prior partial charge off, or because all borrowers have filed Chapter 7 bankruptcy, and not reaffirmed or been dismissed.


~~(2)~~	~~At December 31, 2019, September 30, 2019, and December 31, 2018 the totals include $8.4 million, $8.4 million and $10.7 million in TDRs that are 90 days or more past due, respectively.~~

(1)At June 30, 2020, March 31, 2020, September 30, 2019, and June 30, 2019, the totals include $33.8 million, $37.4 million, $52.1 million, and $49.8 million, respectively, in TDRs, which are less than 90 days past due but included with non-accrual loans for a minimum period of six months from the restructuring date due to their non-accrual status prior to restructuring, because of a prior partial charge off, or because all borrowers have filed Chapter 7 bankruptcy, and not reaffirmed or been dismissed.

(2)At June 30, 2020, March 31, 2020, September 30, 2019, and June 30, 2019 the totals include $8.3 million,$8.2 million, $8.4 million and $10.7 million in TDRs that are 90 days or more past due, respectively.

The gross interest income that would have been recorded during the ~~three~~nine months ended ~~December 31,~~June 30, 2020 and June 30, 2019 ~~and December 31, 2018~~ on non-accrual loans, if they had been accruing during the entire period and TDRs if they had been current and performing in accordance with their original terms during the entire period, was ~~$2.1~~$6.0 million and ~~$2.3~~$6.8 million, respectively. The interest income recognized on those loans included in net income for the ~~three~~nine months ended ~~December 31,~~June 30, 2020 and June 30, 2019 ~~and December 31, 2018~~ was ~~$1.3~~$3.7 million and ~~$1.4~~$4.1 million, respectively. At June 30, 2020, the balance of accrued interest receivable includes $2.0 million of unpaid interest on active COVID-19 forbearance plans.

The recorded investment of impaired loans includes accruing TDRs and loans that are returned to accrual status when contractual payments are less than 90 days past due. These loans continue to be individually evaluated for impairment until, at a minimum, contractual payments are less than 30 days past due. Also, the recorded investment of non-accrual loans includes loans that are not included in the recorded investment of impaired loans because they are included in loans collectively evaluated for impairment.

~~Table of Contents~~

The table below sets forth a reconciliation of the recorded investments and categories between non-accrual loans and impaired loans at the dates indicated.

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	December 31, 2019			September 30, 2019			December 31, 2018				June 30, 2020		March 31, 2020		September 30, 2019		June 30, 2019
	(Dollars in thousands)										(Dollars in thousands)
Non-Accrual Loans	$	60,308		$	71,265		$	76,972		Non-Accrual Loans	$	53,939	$	57,845	$	71,265	$	73,836
Accruing TDRs	102,118			96,917			103,945			Accruing TDRs	101,051		102,655		96,917		100,195
Performing Impaired Loans	4,667			4,907			3,800			Performing Impaired Loans	4,364		3,932		4,907		5,190
Less Loans Collectively Evaluated	(3,844		)	(2,616		)	(4,025		)	Less Loans Collectively Evaluated	(2,940)		(4,391)		(2,616)		(3,720)
Total Impaired loans	$	163,249		$	170,473		$	180,692		Total Impaired loans	$	156,414	$	160,041	$	170,473	$	175,501

In response to the economic challenges facing many borrowers, we continue to restructure loans. Loan restructuring is a method used to help families keep their homes and preserve our neighborhoods. This involves making changes to the borrowers' loan terms through interest rate reductions, either for a specific period or for the remaining term of the loan; term extensions including those beyond that provided in the original agreement; principal forgiveness; capitalization of delinquent payments in special situations; or some combination of the above. Loans discharged through Chapter 7 bankruptcy are also reported as TDRs per OCC interpretive guidance. For discussion on impairment measurement, see Note 4 to the Unaudited Interim Consolidated Financial Statements: LOANS AND ALLOWANCE FOR LOAN LOSSES. We had ~~$151.3~~$143.2 million of TDRs (accrual and non-accrual) recorded at ~~December 31, 2019.~~June 30, 2020. This was a ~~$6.1 million~~ decrease in the recorded investment of TDRs of $5.1 million, $14.2 million and $17.5 million from March 31, 2020, September 30, 2019 and ~~a $14.5 million decrease from December 31, 2018.~~June 30, 2019, respectively.

The following table sets forth the recorded investment in accrual and non-accrual TDRs, by the types of concessions granted, as of ~~December 31, 2019.~~June 30, 2020. Initial concessions granted by loans restructured as TDRs can include reduction of interest rate, extension of amortization period, forbearance or other actions. Some TDRs have experienced a combination of concessions. TDRs also can occur as a result of bankruptcy proceedings. Loans discharged in Chapter 7 bankruptcy are classified as multiple restructurings if the loan's original terms had also been restructured by the Company.

Initial Restructurings
Multiple
Restructurings
Bankruptcy Total
(In thousands)
Accrual
Residential Core $ 27,338
$ 14,544
$ 6,165
$ 48,047
Residential Home Today 13,983
9,823
1,072
24,878
Home equity loans and lines of credit 27,865
359
968
29,192
Total $ 69,186
$ 24,726
$ 8,205
$ 102,117
Non-Accrual, Performing
Residential Core $ 4,338
$ 8,532
$ 10,935
$ 23,805
Residential Home Today 1,238
4,895
1,847
7,980
Home equity loans and lines of credit 4,503
2,599
1,884
8,986
Total $ 10,079
$ 16,026
$ 14,666
$ 40,771
Non-Accrual, Non-Performing
Residential Core $ 2,116
$ 1,789
$ 636
$ 4,541
Residential Home Today 647
1,847
179
2,673
Home equity loans and lines of credit 704
266
241
1,211
Total $ 3,467
$ 3,902
$ 1,056
$ 8,425
Total TDRs
Residential Core $ 33,792
$ 24,865
$ 17,736
$ 76,393
Residential Home Today 15,868
16,565
3,098
35,531
Home equity loans and lines of credit 33,072
3,224
3,093
39,389
Total $ 82,732
$ 44,654
$ 23,927
$ 151,313

~~Table of Contents~~


	Initial Restructurings		Multiple Restructurings		Bankruptcy		Total
	(In thousands)
Accrual
Residential Core	$	26,553	$	14,806	$	5,942	$	47,301
Residential Home Today	13,512		9,566		1,291		24,369
Home equity loans and lines of credit	27,837		667		877		29,381

Total	$	67,902	$	25,039	$	8,110	$	101,051
Non-Accrual, Performing
Residential Core	$	2,682	$	7,007	$	9,870	$	19,559
Residential Home Today	1,331		4,752		1,680		7,763
Home equity loans and lines of credit	2,882		2,124		1,512		6,518

Total	$	6,895	$	13,883	$	13,062	$	33,840
Non-Accrual, Non-Performing
Residential Core	$	2,427	$	1,749	$	606	$	4,782
Residential Home Today	661		1,181		248		2,090
Home equity loans and lines of credit	851		261		303		1,415

Total	$	3,939	$	3,191	$	1,157	$	8,287
Total TDRs
Residential Core	$	31,662	$	23,562	$	16,418	$	71,642
Residential Home Today	15,504		15,499		3,219		34,222
Home equity loans and lines of credit	31,570		3,052		2,692		37,314

Total	$	78,736	$	42,113	$	22,329	$	143,178

TDRs in accrual status are loans accruing interest and performing according to the terms of the restructuring. To be performing, a loan must be less than 90 days past due as of the report date. Non-accrual, performing status indicates that a loan was not accruing interest at the time of restructuring, continues to not accrue interest and is performing according to the terms

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of the restructuring, but has not been current for at least six consecutive months since its restructuring, has a partial charge-off, or is being classified as non-accrual per the OCC guidance on loans in Chapter 7 bankruptcy status, where all borrowers have filed and have not reaffirmed or been dismissed. Non-accrual, non-performing status includes loans that are not accruing interest because they are greater than 90 days past due and therefore not performing according to the terms of the restructuring.

Income Taxes. We consider accounting for income taxes a critical accounting policy due to the subjective nature of certain estimates, including the impact of tax rate changes, such as those implemented by the Tax Cuts and Jobs Act signed into law in December 2017, and the impact of other tax law changes, such as those implemented by the CARES Act signed into law in March, 2020, that are involved in the calculation. We use the asset/liability method of accounting for income taxes in which deferred tax assets and liabilities are established for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. We must assess the realization of the deferred tax asset and, to the extent that we believe that recovery is not likely, a valuation allowance is established. Adjustments to increase or decrease existing valuation allowances, if any, are charged or credited, respectively, to income tax expense. At ~~December 31, 2019,~~June 30, 2020, no valuation allowances were outstanding. Even though we have determined a valuation allowance is not required for deferred tax assets at ~~December 31, 2019,~~June 30, 2020, there is no guarantee that those assets, if any, will be recognizable in the future.

Pension Benefits. The determination of our obligations and expense for pension benefits is dependent upon certain assumptions used in calculating such amounts. Key assumptions used in the actuarial valuations include the discount rate and expected long-term rate of return on plan assets. Actual results could differ from the assumptions and market driven rates may fluctuate. Significant differences in actual experience or significant changes in the assumptions could materially affect future pension obligations and expense.

Comparison of Financial Condition at ~~December 31, 2019~~June 30, 2020 and September 30, 2019

Total assets increased ~~$263.8~~$292.4 million, or 2%, to ~~$14.81~~$14.83 billion at ~~December 31, 2019~~June 30, 2020 from $14.54 billion at September 30, 2019. This increase was primarily the result of new loan origination levels exceeding the total of ~~loans~~loan sales and principal repayments, as well as increases in cash and cash equivalents, FHLB stock and ~~investment securities~~other assets, partially offset by ~~decreases~~a decrease in premises, equipment and ~~software, net and other assets.~~software.

Cash and cash equivalents increased ~~$6.1~~$54.2 million, or 2%20%, to ~~$281.2~~$329.3 million at ~~December 31, 2019~~June 30, 2020 from $275.1 million at September 30, 2019. We manage cash to maintain the level of liquidity described later in the Liquidity and Capital Resources section.

Investment securities, all of which are classified as available for sale, ~~increased $6.1~~decreased $33.6 million, or 1%6%, to ~~$554.0~~$514.3 million at ~~December 31, 2019~~June 30, 2020 from $547.9 million at September 30, 2019. Investment securities ~~increased~~decreased as ~~$56.4~~$133.7 million in purchases and a ~~$3.7~~$10.4 million reduction of unrealized losses were exceeded by the combined effect of ~~$52.6~~$173.5 million in principal paydowns and ~~$1.4~~$4.2 million of net acquisition premium amortization that occurred in the mortgage-backed securities portfolio during the ~~three~~nine months ended ~~December 31, 2019.~~June 30, 2020. There were no sales of investment securities during the ~~three~~nine months ended ~~December 31, 2019.~~June 30, 2020.

Loans held for investment, net, increased ~~$272.0~~$179.7 million, or 2%1%, to ~~$13.47~~$13.38 billion at ~~December 31, 2019~~June 30, 2020 from $13.20 billion at September 30, 2019. This increase was ~~primarily from~~based on a ~~$226.6~~combination of a $75.5 million, or 2%1%, increase in residential mortgage loans to ~~$11.21~~$11.06 billion at ~~December 31, 2019~~June 30, 2020 from $10.99 billion at September 30, ~~2019. Additionally, there was~~2019 and a ~~$46.4~~$109.2 million increase in the balance of home equity loans and lines of credit during the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, as new originations and additional draws on existing accounts exceeded repayments. During the ~~three~~nine months ended ~~December 31, 2019, $303.7~~June 30, 2020, $938.8 million of three- and five-year “SmartRate” loans were originated while ~~$446.9 million~~$1.3 billion of 10-, 15-, and 30-year fixed-rate first mortgage loans were originated. These originations were offset by paydowns and fixed-rate loan sales. Between September 30, 2019 and ~~December 31, 2019,~~June 30, 2020, the total fixed-rate portion of the first mortgage loan portfolio ~~increased $160.0~~decreased $97.6 million and was comprised of ~~an increase of $208.6 million in the balance of fixed-rate loans with original terms greater than 10 years partially offset by~~ a decrease of ~~$48.6~~$158.0 million in the balance of fixed-rate loans with original terms of 10 years or ~~less.~~less partially offset by an increase of $60.3 million in the balance of fixed-rate loans with original terms greater than 10 years. During the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, we completed ~~$208.5~~$638.2 million in loan sales (including $43.2 million in contracts pending settlement), which included a ~~$99.0~~$225.6 million ~~long-term fixed-rate sale~~ to a private ~~investor, and $9.6~~investors, $42.9 million of agency-compliant Home Ready loans and ~~$99.9~~$369.7 million of long-term, fixed-rate, agency-compliant, non-Home Ready first mortgage loans sold to Fannie Mae. ~~In addition, during~~During the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, $230.3 million of fixed-rate residential mortgage loans, originated and serviced by the Association and sold to an investor in a prior year, were purchased from that investor. Also, during the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, we purchased long-term, fixed-rate first mortgage loans ~~that have~~which had a remaining unpaid principal balance of $8.0 million.

~~Table of Contents~~

Commitments originated for home equity lines of credit and equity and bridge loans were ~~$349.5 million~~$1.1 billion for the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 compared to ~~$357.0 million~~$1.3 billion for the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. At ~~December 31, 2019,~~June 30, 2020, pending

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commitments to originate new home equity lines of credit were ~~$87.9~~$52.0 million and equity and bridge loans were ~~$35.7~~$34.6 million. Refer to the Controlling Our Interest Rate Risk Exposure section of the Overview for additional information.

The ~~total~~ allowance for loan losses ~~decreased $1.6~~increased $6.7 million, or 4%17%, to ~~$37.3~~$45.6 million at ~~December 31, 2019~~June 30, 2020 from $38.9 million at September 30, ~~2019, primarily reflecting improved credit metrics, including continued~~2019. As a result of loan recoveries exceeding charge-offs, the Company reported net loan recoveries of $3.7 million for the nine months ended June 30, 2020 as compared to net loan ~~amounts previously charged off, low levels~~recoveries of ~~current~~$4.9 million for the nine months ended June 30, 2019. However, while actual loan charge-offs and delinquencies remained low at June 30, 2020, some borrowers have experienced unemployment or reduced ~~exposure from home equity lines of credit coming to the end~~income as a result of the ~~draw period.~~COVID-19 pandemic. While we continue to offer assistance to our borrowers which includes forbearance programs, factors related to potential loan performance as a result of COVID-19 triggered an increase in the provision for the most recent nine months. The provision for loan losses was $3.0 million for the nine months ended June 30, 2020 as compared to a credit of $8.0 million for the nine months ended June 30, 2019. Refer to Note 4. Loans and Allowance for Loan Losses for additional discussion.

The amount of FHLB stock owned increased $34.9 million to $136.8 million at June 30, 2020 from $101.9 million at September 30, 2020, as a result of FHLB stock ownership requirements.

Prepaid expenses and other assets ~~decreased $8.6~~increased $29.0 million to ~~$79.4~~$117.0 million at ~~December 31, 2019~~June 30, 2020 from $88.0 million at September 30, 2019. This ~~decrease~~increase included ~~an $8.7~~a $16.6 million ~~decrease~~net increase in the initial margin requirement posted on interest rate swap contracts, a $6.9 million decrease in prepaid taxes, a $4.6 million decrease in net deferred taxes, a $3.7 million decrease in receivable due to the ESOP, a decrease of $1.6 million in deferred leasing costs, and decreases totaling $0.7 million in prepaid insurance and assessments. These decreases were partially offset by an $18.4 million right of use asset related to the Company's operating leases due to the adoption of the recently issued accounting guidance on the treatment of leases. Additionally, there was a $19.1 million increase in the deferred tax asset and a $5.4 million increase in the initial margin requirement posted on interest rate swap contracts. Partially offsetting these increases was a $9.8 million decrease in prepaid taxes and a $1.2 million decrease in receivable due to the ESOP.

Deposits increased ~~$234.5~~$463.7 million, or 3%5%, to ~~$9.00~~$9.23 billion at ~~December 31, 2019~~June 30, 2020 from $8.77 billion at September 30, 2019. The increase in deposits resulted primarily from a ~~$184.5~~$261.3 million increase in CDs, a ~~$25.6~~$106.7 million increase in our high-yield checking accounts and a ~~$21.8~~$81.5 million increase in our savings accounts (which included a ~~$27.4~~$48.0 million increase in money market accounts in the state of Florida and a ~~$5.6~~$33.5 million ~~decrease~~increase in high yield savings accounts). We believe that our savings and checking accounts provide a stable source of funds. In addition, our high-yield savings accounts are expected to reprice in a manner similar to our home equity lending products, and, therefore, assist us in managing interest rate risk. The balance of brokered CDs at ~~December 31, 2019~~June 30, 2020 was ~~$501.4~~$553.9 million, which ~~was a decrease~~included an increase of ~~$6.4~~$46.1 million during the ~~three~~nine months ended ~~December 31, 2019.~~June 30, 2020.

Borrowed funds, all from the FHLB of Cincinnati, decreased ~~$13.3~~$143.8 million, or ~~less than one percent,~~4%, to ~~$3.89~~$3.76 billion at ~~December 31, 2019~~June 30, 2020 from $3.90 billion at September 30, 2019. Activity included ~~$50.0~~$325.0 million of new 90-day advances that are hedged by equal notional amounts of new interest rate swaps with initial fixed-pay terms of ~~five~~four to ~~eight~~seven years and ~~$150.0~~$250.0 million of new long-term advances with terms of four to five years, offset by scheduled principal repayments of long-term advances and a ~~$100.0~~$439.0 million decrease in the balance of short-term advances. The total balance of borrowed funds of ~~$3.89~~$3.76 billion at ~~December 31, 2019~~June 30, 2020 consisted of overnight and short-term advances of ~~$400.0~~$61.0 million, long-term advances of ~~$683.4~~$621.4 million with a remaining weighted average maturity of approximately two years and short-term advances of ~~$2.80~~$3.08 billion aligned with interest rate swap contracts with a remaining weighted average effective maturity of approximately ~~3.5~~3.3 years. Interest rate swaps have been used to extend the duration of short-term borrowings to approximately ~~five~~four to ~~eight~~seven years at inception, by paying a fixed rate of interest and receiving the variable rate. Refer to the Extending the Duration of Funding Sources section of the Overview and Part 1, Item 3. Quantitative and Qualitative Disclosures About Market Risk for additional discussion regarding short-term borrowings and interest-rate swaps.

Total shareholders’ equity ~~increased $32.2~~decreased $41.3 million, or 2%, to ~~$1.73~~$1.66 billion at ~~December 31, 2019~~June 30, 2020 from $1.70 billion at September 30, 2019. This net ~~increase~~decrease primarily reflected the positive effect of ~~a combination of $25.6~~$69.7 million of net income ~~and an $18.6~~offset by a combination of a $76.6 million decrease in accumulated other comprehensive loss, mainly the result of changes in market interest rates related to our interest rate swaps, ~~reduced by~~$41.4 million of cash dividend payments, $1.9 million of treasury stock allocated to the equity incentive plan and $0.4 million of repurchases of outstanding common ~~stock and $13.4 million of cash dividend payments.~~stock.. Adjustments of ~~$3.3~~$9.3 million related to our stock compensation plan and ESOP further offset the decrease. As a result of a July 16, 2019 mutual member vote, Third Federal Savings, MHC, the mutual holding company that owns approximately 81% of the outstanding stock of the Company, waived the receipt of its share of the dividends paid. Refer to Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional details regarding the repurchase of shares of common stock and the dividend waiver.

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Comparison of Operating Results for the Three Months Ended June 30, 2020 and 2019

Average balances and yields. The following table sets forth average balances, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effects thereof were not material. Average balances are derived from daily average balances. Non-accrual loans are included in the computation of loan average balances, but only cash payments received on those loans during the period presented are reflected in the yield. The yields set forth below include the effect of deferred fees, deferred expenses, discounts and premiums that are amortized or accreted to interest income or interest expense.


	Three Months Ended														Three Months Ended
	June 30, 2020														June 30, 2019
	Average Balance			Interest Income/ Expense			Yield/ Cost (1)		Average Balance			Interest Income/ Expense			Yield/ Cost (1)
	(Dollars in thousands)
Interest-earning assets:
Interest-earning cash equivalents	$	279,422		$	71		0.10	%	$	215,523		$	1,256		2.33	%
Investment securities	—			—			—	%	3,992			24			2.40	%
Mortgage-backed securities	529,201			2,397			1.81	%	562,877			3,365			2.39	%
Loans (2)	13,469,084			106,839			3.17	%	12,919,756			115,129			3.56	%
Federal Home Loan Bank stock	136,451			651			1.91	%	99,173			1,269			5.12	%
Total interest-earning assets	14,414,158			109,958			3.05	%	13,801,321			121,043			3.51	%
Noninterest-earning assets	583,470								425,132
Total assets	$	14,997,628							$	14,226,453
Interest-bearing liabilities:
Checking accounts	$	946,799		312			0.13	%	$	883,416		868			0.39	%
Savings accounts	1,538,656			1,192			0.31	%	1,409,334			3,191			0.91	%
Certificates of deposit	6,625,737			31,560			1.91	%	6,419,914			33,100			2.06	%
Borrowed funds	3,848,755			14,015			1.46	%	3,572,771			18,366			2.06	%
Total interest-bearing liabilities	12,959,947			47,079			1.45	%	12,285,435			55,525			1.81	%
Noninterest-bearing liabilities	351,552								192,553
Total liabilities	13,311,499								12,477,988
Shareholders’ equity	1,686,129								1,748,465
Total liabilities and shareholders’ equity	$	14,997,628							$	14,226,453
Net interest income				$	62,879							$	65,518
Interest rate spread (1)(3)							1.60	%							1.70	%
Net interest-earning assets (4)	$	1,454,211							$	1,515,886
Net interest margin (1)(5)				1.74		%						1.90		%
Average interest-earning assets to average interest-bearing liabilities	111.22		%						112.34		%
Selected performance ratios:
Return on average assets (1)				0.72		%						0.51		%
Return on average equity (1)				6.37		%						4.18		%
Average equity to average assets				11.24		%						12.29		%

_________________

(1)Annualized.

(2)Loans include both mortgage loans held for sale and loans held for investment.

(3)Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(5)Net interest margin represents net interest income divided by total interest-earning assets.

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General. Net income increased $8.5 million, or 46%, to $26.8 million for the quarter ended June 30, 2020 from $18.3 million for the quarter ended June 30, 2019. The increase in net income was attributable to increases in the net gain on sale of loans, lower non-interest expense and a lower effective tax rate, partially offset by a decline in net interest income and an increase in the provision for loan losses.

Interest and Dividend Income.~~December~~ Interest and dividend income decreased $11.1 million, or 9%, to $110.0 million during the current quarter compared to $121.0 million during the same quarter in the prior year. The decrease in interest and dividend income occurred in all classes of interest-earning assets.

Interest income on loans decreased $8.3 million, or 7%, to $106.8 million during the current quarter compared to $115.1 million during the same quarter in the prior year. This change was attributed to a 39 basis point decrease in the average yield to 3.17% for the current quarter from 3.56% for the same quarter last year as market interest rate decreases have impacted loan yields, particularly home equity lending products that feature interest rates that reset based on the prime rate. Partially offsetting the decline in the average yield was a $549.3 million, or a 4%, increase in the average balance of loans to $13.47 billion for the quarter ended June 30, 2020 compared to $12.92 billion during the same quarter last year as new loan production exceeded repayments and loan sales.

Interest income on other interest earning cash equivalents decreased $1.2 million, or 94%, to $0.1 million during the current three months compared to $1.3 million for the three months ended June 30, 2019. The decrease was attributed to a 223 basis point decrease in the average yield partially offset by a $63.9 million increase in the average balance of other interest earning cash equivalents to $279.4 million from $215.5 million for the same three months in the prior year.

Interest income on mortgage-backed securities decreased $1.0 million to $2.4 million during the current three months compared to $3.4 million for the three months ended June 30, 2019. This decrease was attributed to a 58 basis point decrease in the average yield on mortgage-backed securities as well as a $33.7 million decrease in the average balance of mortgage-backed securities to $529.2 million for the current three months compared to $562.9 million during the same three months in the prior year.

Interest income on FHLB stock decreased $0.6 million, or 49% to $0.7 million during the current three months compared to $1.3 million for the three months ended June 30, 2019. This decrease was attributed to a 321 basis point decrease in the average yield on FHLB stock partially offset by an $37.3 million increase in the average balance of FHLB stock to $136.5 million from $99.2 million for the same three months in the prior year. The decrease in the average yield was a result of the FHLB lowering the dividend yield on its stock to 2.5% during the quarter ended March 31, ~~2019~~2020, and maintaining it at that level during the quarter ended June 2020, in response to decreased market interest rates.

Interest Expense. Interest expense decreased $8.4 million, or 15%, to $47.1 million during the current quarter compared to $55.5 million during the quarter ended June 30, 2019. The decrease resulted from a decline in interest expense on deposits as well as borrowed funds.

Interest expense on savings accounts decreased $2.0 million, or 63%, to $1.2 million during the current quarter from $3.2 million during the quarter ended June 30, 2019. This decline was attributable to a 60 basis point decrease in the average rate paid on savings accounts to 0.31% during the current quarter from 0.91% from the same quarter last year. Partially offsetting this decline was a $129.3 million, or 9%, increase in the average balance of savings accounts to $1.54 billion during the current quarter compared to $1.41 billion during the same quarter of the prior year. Interest expense on CDs decreased $1.5 million, or 5%, to $31.6 million during the current quarter compared to $33.1 million during the quarter ended June 30, 2019. The decrease was attributed to a 15 basis point decrease in the average rate paid on CDs to 1.91% for the current quarter from 2.06% for the same quarter last year. There was a $205.8 million, or 3%, increase in the average balance of CDs to $6.63 billion during the current quarter from $6.42 billion during the same quarter of the prior year. Rates were adjusted on deposits in response to changes in the rates paid by our competition. The increase in deposits was used to help fund our balance sheet growth, reduce borrowed funds and fund our capital management activities, mainly dividend payments.

Interest expense on borrowed funds, all from the FHLB of Cincinnati, decreased $4.4 million, or 24%, to $14.0 million during the current quarter compared to $18.4 million during the quarter ended June 30, 2019. This decrease was mainly attributed to a 60 basis point decrease in the average rate paid on these funds to 1.46% for the current quarter from 2.06% for the same quarter last year as market interest rates have decreased between the two periods. Part of the decrease in the average rate was an unusual difference in the 90 day rate we pay to the FHLB and the 90 day LIBOR based rate we receive in our swap transactions. Normally these two rates essentially offset each other, but for a good part of April and May, 2020, the receive rate was much higher than the pay rate, helping to reduce the average rate. Partially offsetting the decrease in the rate paid on borrowed funds was a $276.0 million, or 8%, increase in the average balance of borrowed funds to $3.85 billion during the current quarter from an average balance of $3.57 billion during the same quarter of the prior year. The use of interest rate swap

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contracts in prior periods to extend the duration and fix the interest rate cost of borrowed funds also limited the ability to further reduce interest expense on borrowed funds. Refer to the Extending the Duration of Funding Sources section of the Overview and ~~2018~~Comparison of Financial Condition for further discussion.

Net Interest Income. Net interest income decreased $2.6 million to $62.9 million during the current quarter when compared to $65.5 million for the three months ending June 30, 2019. While the average balances of interest-earning assets increased and the average cost of interest-bearing liabilities decreased when compared to the same periods last year, those factors were more than offset by a decrease in the yield on interest-earning assets and an increase in the average balance of deposits and borrowings. Our average interest earning assets during the current quarter increased $612.8 million, or 4%, when compared to the quarter ended June 30, 2019. The increase in average interest-earning assets was attributed primarily to the growth of the loan portfolio and to a lesser extent other interest earning cash equivalents and Federal Home Loan Bank stock, partially offset by a decrease in mortgage-backed and investment securities. Offsetting the increase in average interest earning assets was a 46 basis point decrease in the yield on those assets to 3.05% from 3.51%. Our interest rate spread decreased 10 basis points to 1.60% compared to 1.70% during the same quarter last year, reflecting the effect of the low interest rate environment. Our net interest margin decreased 16 basis points to 1.74% in the current quarter compared to 1.90% for the same quarter last year.

Provision for Loan Losses. We recorded no provision for loan losses during the quarter ended June 30, 2020, compared to a credit for loan losses of $2.0 million during the quarter ended June 30, 2019. While there was no provision for loan losses during the current quarter, the lack of a credit to the provision, when compared to the prior year quarter, reflected the preliminary economic impact from the COVID-19 outbreak that has led to increased unemployment and deterioration in the overall macro-economic environment. We continue to monitor the effect unemployment will have on our borrowers and the broader market, including the longer term impact to the relative values of residential properties. As delinquencies in the portfolio have been resolved through pay-off, short sale or foreclosure, or management determines the collateral is not sufficient to satisfy the loan balance, uncollected balances have been charged against the allowance for loan losses previously provided. In the current quarter we recorded net recoveries of $1.2 million compared to net recoveries of $1.0 million in the quarter ended June 30, 2019. Loan loss provisions (credits) are recorded with the objective of aligning our allowance for loan losses with our current estimates of loss in the portfolio. The allowance for loan losses was $45.6 million, or 0.34% of total recorded investment in loans receivable, at June 30, 2020, compared to $39.3 million or 0.30% of total recorded investment in loans receivable at June 30, 2019. Balances of recorded investments are net of deferred fees or expenses and any applicable loans-in-process. Refer to the Lending Activities section of the Overview and Note 4. Loans and Allowance for Loan Losses for further discussion.

Non-Interest Income. Non-interest income increased $10.2 million, or 201%, to $15.3 million during the current quarter compared to $5.1 million during the quarter ended June 30, 2019 mainly as a result of an increase in the net gain on sale of loans. Gains on the sale of loans increased $10.3 million to $10.8 million compared to $0.5 million for the same quarter in the prior year as there were $314.9 million of loan sales during the current quarter compared to $26.3 million of loan sales during the quarter ended June 30, 2019, and lower market interest rates drove larger percentage gains on those fixed-rate loan sales. Gains on the sale of loans in the current quarter included $2.3 million of gains on loan sales closing in July, 2020, as a result of an accounting election for contracts that were in existence at a quarter end.

Non-Interest Expense. Non-interest expense decreased $5.1 million, or 10%, to $44.8 million during the current quarter compared to $49.9 million during the quarter ended June 30, 2019. The decrease resulted primarily from a decline in marketing expenses as well as salaries and employee benefits. Marketing expenditures decreased $2.4 million during the current quarter as compared to the quarter ended June 30, 2019 and was attributed to the timing of media campaigns supporting our lending activities, as marketing was temporarily reduced following the COVID-19 outbreak. There was a $1.2 million decrease in salaries and employee benefits during the current three-month period compared to the three-month period ended June 30, 2019, primarily related to both the timing and amount of health insurance for our employees, which can fluctuate based on the timing of claims.

Income Tax Expense. The provision for income taxes increased $2.0 million to $6.5 million during the current quarter compared to $4.5 million during the quarter ended June 30, 2019 reflecting the higher level of pre-tax income during the more recent period. The provision for the current quarter included $5.8 million of federal income tax provision and $0.7 million of state income tax provision. The provision for the quarter ended June 30, 2019 included $4.8 million of federal income tax provision and $0.3 million of state income tax benefit. Our effective federal tax rate was 17.9% during the current quarter and 20.7% during the quarter ended June 30, 2019.

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Comparison of Operating Results for the Nine Months Ended June 30, 2020 and 2019


	Three Months Ended								Three Months Ended									Nine Months Ended														Nine Months Ended
	December 31, 2019								December 31, 2018									June 30, 2020														June 30, 2019
	Average Balance			Interest Income/ Expense			Yield/ Cost (1)		Average Balance			Interest Income/ Expense			Yield/ Cost (1)			Average Balance			Interest Income/ Expense			Yield/ Cost (1)		Average Balance			Interest Income/ Expense			Yield/ Cost (1)
	(Dollars in thousands)																	(Dollars in thousands)
Interest-earning assets:																	Interest-earning assets:
Interest-earning cash equivalents	$	229,986		$	949		1.65	%	$	225,748		$	1,258		2.23	%	Interest-earning cash equivalents	$	255,040		$	1,791		0.94	%	$	218,789		$	3,743		2.28	%
Investment securities	—			—			—	%	3,971			24			2.42	%	Investment securities	—			—			—	%	3,981			71			2.38	%
Mortgage-backed securities	545,729			2,864			2.10	%	537,050			3,100			2.31	%	Mortgage-backed securities	541,395			8,172			2.01	%	555,061			9,936			2.39	%
Loans (2)	13,241,863			115,225			3.48	%	12,871,771			112,491			3.50	%	Loans (2)	13,400,075			337,267			3.36	%	12,889,286			341,926			3.54	%
Federal Home Loan Bank stock	101,858			1,014			3.98	%	93,544			1,415			6.05	%	Federal Home Loan Bank stock	114,417			2,306			2.69	%	95,420			4,098			5.73	%
Total interest-earning assets	14,119,436			120,052			3.40	%	13,732,084			118,288			3.45	%	Total interest-earning assets	14,310,927			349,536			3.26	%	13,762,537			359,774			3.49	%
Noninterest-earning assets	489,200								386,086								Noninterest-earning assets	527,036								403,760
Total assets	$	14,608,636							$	14,118,170							Total assets	$	14,837,963							$	14,166,297
Interest-bearing liabilities:																	Interest-bearing liabilities:
Checking accounts	$	867,971		483			0.22	%	$	898,795		748			0.33	%	Checking accounts	$	896,398		1,166			0.17	%	$	887,980		2,477			0.37	%
Savings accounts	1,490,074			3,024			0.81	%	1,286,543			2,178			0.68	%	Savings accounts	1,511,661			6,755			0.60	%	1,358,347			8,267			0.81	%
Certificates of deposit	6,505,776			34,809			2.14	%	6,352,338			29,836			1.88	%	Certificates of deposit	6,601,262			100,942			2.04	%	6,383,562			94,254			1.97	%
Borrowed funds	3,746,170			17,551			1.87	%	3,614,231			17,714			1.96	%	Borrowed funds	3,827,524			48,571			1.69	%	3,597,994			53,685			1.99	%
Total interest-bearing liabilities	12,609,991			55,867			1.77	%	12,151,907			50,476			1.66	%	Total interest-bearing liabilities	12,836,845			157,434			1.64	%	12,227,883			158,683			1.73	%
Noninterest-bearing liabilities	273,002								192,504								Noninterest-bearing liabilities	285,548								177,676
Total liabilities	12,882,993								12,344,411								Total liabilities	13,122,393								12,405,559
Shareholders’ equity	1,725,643								1,773,759								Shareholders’ equity	1,715,570								1,760,738
Total liabilities and shareholders’ equity	$	14,608,636							$	14,118,170							Total liabilities and shareholders’ equity	$	14,837,963							$	14,166,297
Net interest income				$	64,185							$	67,812				Net interest income				$	192,102							$	201,091
Interest rate spread (1)(3)							1.63	%							1.79	%	Interest rate spread (1)(3)							1.62	%							1.76	%
Net interest-earning assets (4)	$	1,509,445							$	1,580,177							Net interest-earning assets (4)	$	1,474,082							$	1,534,654
Net interest margin (1)(5)				1.82		%						1.98		%			Net interest margin (1)(5)				1.79		%						1.95		%
Average interest-earning assets to average interest-bearing liabilities	111.97		%						113.00		%						Average interest-earning assets to average interest-bearing liabilities	111.48		%						112.55		%
Selected performance ratios:																	Selected performance ratios:
Return on average assets (1)				0.70		%						0.58		%			Return on average assets (1)				0.63		%						0.55		%
Return on average equity (1)				5.94		%						4.59		%			Return on average equity (1)				5.42		%						4.45		%
Average equity to average assets				11.81		%						12.56		%			Average equity to average assets				11.56		%						12.43		%

_________________


~~(1)~~	~~Annualized.~~


~~(2)~~	~~Loans include both mortgage loans held for sale and loans held for investment.~~


~~(3)~~	~~Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.~~


~~(4)~~	~~Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.~~


~~(5)~~	~~Net interest margin represents net interest income divided by total interest-earning assets.~~

(1)Annualized.

(2)Loans include both mortgage loans held for sale and loans held for investment.

(3)Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(5)Net interest margin represents net interest income divided by total interest-earning assets.

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General. Net income increased ~~$5.3~~$11.0 million to ~~$25.6~~$69.7 million for the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 compared to ~~$20.3~~$58.7 million for the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. The increase in net income was ~~largely~~ attributable to an increase in the gain on sale of loans, lower non-interest expenses, and a gain from the sale of commercial ~~properties, increased gain on~~properties. Partially offsetting the ~~sale of loans~~positive increases was a decline in net interest income and an increase in the ~~credit~~provision for loan ~~loss provision, partially offset by a decrease in net interest income when compared to the same period last year.~~losses.

Interest and Dividend Income. Interest and dividend income ~~increased $1.8~~decreased $10.3 million, or 2%3%, to ~~$120.1~~$349.5 million during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 compared to ~~$118.3~~$359.8 million during the same ~~three~~nine months in the prior year. The ~~increase~~decrease in interest and dividend income resulted ~~primarily~~ from ~~an increase~~decreases in interest income from ~~loans partially offset by declines in interest income on interest earning cash equivalents and mortgage-backed securities.~~all classes of interest-earning assets.

Interest income on loans ~~increased $2.7~~decreased $4.6 million, or 2%1%, to ~~$115.2~~$337.3 million for the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 compared to ~~$112.5~~$341.9 million for the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. This ~~increase~~decrease was attributed mainly to an 18 basis point decrease in the average yield on loans to 3.36% for the nine months ended June 30, 2020 from 3.54% for the same nine months in the prior fiscal year. Partially offsetting the decline in average yield, was a ~~$370.1~~$510.8 million increase in the average balance of loans to ~~$13.24~~$13.40 billion for the current ~~three~~nine months compared to ~~$12.87~~$12.89 billion during the same ~~three~~nine months in the prior fiscal year as new loan production exceeded repayments and loan sales. The impact from the increase in the average balance of loans was offset by a two basis point decrease in the average yield on loans to 3.48% for the three months ended December 31, 2019 from 3.50% for the same three months in the prior year. Overall, market interest rate ~~fluctuations~~decreases during the ~~year have slightly~~period reduced our loan yields, particularly on home equity lending products that feature interest rates that reset based on the prime rate.

Interest income on ~~FHLB stock~~other interest earning cash equivalents decreased ~~$0.4~~$1.9 million, or ~~29%~~52%, to $1$1.8 million during the current ~~three~~nine months compared to ~~$1.4~~$3.7 million for the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. The decrease was attributed to a 134 basis point decrease in the average yield partially offset by a $36.2 million increase in the average balance of other interest earning cash equivalents to $255.0 million from $218.8 million for the same nine months in the prior fiscal year.

Interest income on FHLB stock decreased $1.8 million, or 44%, to $2.3 million during the current nine months compared to $4.1 million for the nine months ended June 30, 2019. This decrease was attributed to a ~~207~~304 basis point decrease in the average yield on FHLB stock partially offset by ~~an $8.4~~a $19.0 million increase in the average balance of FHLB stock to ~~$101.9~~$114.4 million compared to ~~$93.5~~$95.4 million for the same ~~three~~nine months in the prior ~~year.~~

Interest income on other interest earning cash equivalents decreased $0.3 million or 25%, to $1.0 million during the current three months compared to $1.3 million for the three months ended December 31, 2018. The decrease was attributed to a 58 basis point decrease in the average yield partially offset by a $4.2 million increase in the average balance of other interest earning cash equivalents to $230.0 million from $225.7 million for the same three months in the priorfiscal year.

Interest income on mortgage-backed securities decreased ~~$0.2~~$1.7 million, or 6%17%, to ~~$2.9~~$8.2 million during the current ~~three~~nine months compared to ~~$3.1~~$9.9 million during the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. This decrease was attributed to a 2138 basis point decrease in the average yield on mortgage-backed securities ~~partially offset by an $8.6~~as well as a $13.7 million ~~increase~~decrease in the average balance of mortgage-backed securities to ~~$545.7~~$541.4 million for the current ~~three~~nine months compared to ~~$537.1~~$555.1 million during the same ~~three~~nine months in the prior fiscal year.

Interest Expense. Interest expense ~~increased $5.4~~decreased $1.3 million, or ~~11%~~less than 1%, to ~~$55.9~~$157.4 million during the current ~~three~~nine months compared to ~~$50.5~~$158.7 million during the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. The ~~increase~~decrease resulted primarily from an decrease in interest expense on borrowed funds partially offset by an increase in interest expense on ~~deposits partially offset by a decline in interest expense on borrowed funds.~~deposits.

Interest expense on CDs increased $5.0 million, or 17%, to $34.8 million during the three months ended December 31, 2019 compared to $29.8 million during the three months ended December 31, 2018. The increase was attributed primarily to a 26 basis point increase in the average rate we paid on CDs to 2.14% during the current three months from 1.88% during the same three months last year. In addition, there was a $153.4 million, or 2%, increase in the average balance of CDs to $6.51 billion from $6.35 billion during the same three months of the prior year. Interest expense on savings and checking accounts increased $0.8 million and decreased $0.2 million, respectively, to $3.0 million and $0.5 million during the three months ended December 31, 2019, compared to the same three month period of the prior year. Rates were adjusted on deposits in response to changes in general market rates as well as to changes in the rates paid by our competition. The increase in deposits was used, in combination with an increase in borrowings, to fund our balance sheet growth and our capital management activities, including share repurchases and dividend payments.

Interest expense on borrowed funds, all from the FHLB of Cincinnati, decreased ~~$0.1~~$5.1 million, or 1%9%, to ~~$17.6~~$48.6 million during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 from ~~$17.7~~$53.7 million during the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. The decrease was attributed to a ~~nine~~30 basis point decrease in the average rate paid for these funds to ~~1.87%~~1.69%, during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 from ~~1.96%~~1.99% for the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. Partially offsetting the decrease in the rate paid on borrowed funds was a ~~$131.9~~$229.5 million, or 4%6%, increase in the average balance of borrowed funds to ~~$3.75~~$3.83 billion during the current ~~three~~nine months from ~~$3.61~~$3.60 billion during the same ~~three~~nine months of the prior fiscal year. Refer to the Extending the Duration of Funding Sources section of the Overview and Comparison of Financial Condition for further discussion.

Interest expense on CDs increased $6.6 million, or 7%, to $100.9 million during the nine months ended June 30, 2020 compared to $94.3 million during the nine months ended June 30, 2019. The increase was attributed primarily to a seven basis point increase in the average rate we paid on CDs to 2.04% during the current nine months from 1.97% during the same nine months last year. In addition, there was a $217.7 million, or 3%, increase in the average balance of CDs to $6.60 billion from $6.38 billion during the same nine months of the prior year. Interest expense on savings and checking accounts decreased $1.5 million and decreased $1.3 million, respectively, to $6.8 million and $1.2 million during the nine months ended June 30, 2020, compared to $8.3 million and $2.5 million for the same nine month period of the prior fiscal year. Rates were adjusted on deposits in response to changes in market interest rates as well as to changes in the rates paid by our competitors. The increase in deposits was used to help reduce our borrowings, fund our balance sheet growth and our capital management activities, including share repurchases and dividend payments.

Net Interest Income. Net interest income decreased ~~$3.6~~$9.0 million, or 5%4%, to ~~$64.2~~$192.1 million during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 from ~~$67.8~~$201.1 million during the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. Average interest-earning assets

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increased during the current ~~three~~nine months by ~~$387.4~~$548.4 million, or 3%4%, when compared to the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. The increase

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in average assets was attributed primarily to the growth of our loan portfolio and to a lesser extent ~~mortgage-backed securities~~other interest earning cash equivalents and FHLB stock. ~~The~~However, the increase in average interest earning assets was ~~partially~~ offset by a ~~five~~23 basis point decrease in the yield on those assets to ~~3.40%~~3.26% from ~~3.45%~~3.49%. ~~However, average~~Average interest-bearing liabilities increased by ~~$458.1~~$609.0 million and experienced ~~an 11~~a nine basis point ~~increase~~decrease in cost, as our interest rate spread decreased 1614 basis points to ~~1.63%~~1.62% compared to ~~1.79%~~1.76% during the same ~~three~~nine months last year reflecting the ~~flattening yield curve and general~~challenging interest rate environment. Our net interest margin was ~~1.82%~~1.79% for the current ~~three~~nine months and ~~1.98%~~1.95% for the same ~~three~~nine months in the prior fiscal year.

Provision (Credit) for Loan Losses. We recorded a ~~credit~~provision for loan losses of $3.0 million during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 and a ~~$2.0~~$8.0 million credit for loan losses during the ~~three~~nine months ended ~~December 31, 2018. Continued~~June 30, 2019. In the current nine months, we recorded net recoveries of $3.7 million, as compared to net recoveries of $4.9 million for the nine months ended June 30, 2019. The provision for loan ~~amounts previously charged off, low levels of current loan charge-offs and delinquent loans and reduced exposure from home equity lines of credit coming to the end of the draw period resulted~~losses in the ~~loan provision credit during~~current nine months reflected the ~~current period. Nevertheless, we~~preliminary economic impact from the COVID-19 outbreak that has led to increased unemployment and deterioration in the overall macro-economic environment. We continue to monitor the effect unemployment will have on our ~~awareness of~~borrowers and the broader market, including the longer term impact to the relative values of residential ~~properties in comparison to their cyclical peaks.~~properties. As delinquencies in the portfolio have been resolved through pay-off, short sale or foreclosure, or management determines the collateral is not sufficient to satisfy the loan balance, uncollected balances have been charged against the allowance for loan losses previously provided. ~~In the current three months, we recorded net recoveries of $1.4 million, as compared to net recoveries of $1.5 million for the three months ended December 31, 2018.~~ The ~~credit~~provision for loan losses recorded for the current ~~three~~nine months ~~due to net recoveries,~~ resulted in ~~a decrease~~an increase in the balance of the allowance for loan losses. The allowance for loan losses was ~~$37.3~~$45.6 million, or ~~0.28%~~0.34% of the total recorded investment in loans receivable, at ~~December 31, 2019,~~June 30, 2020, compared to ~~$41.9~~$39.3 million, or ~~0.32%~~0.30% of the total recorded investment in loans receivable, at ~~December 31, 2018.~~June 30, 2019. Balances of recorded investments are net of deferred fees, expenses and any applicable loans-in-process. Refer to the Lending Activities section of the Overview and Note 4. Loans and Allowance for Loan Losses for further discussion.

Non-Interest Income. Non-interest income increased ~~$7.2~~$21.5 million, or ~~154%~~147%, to ~~$11.9~~$36.2 million during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 compared to ~~$4.7~~$14.7 million during the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. The increase in non-interest income was primarily due to a $15.8 million increase in the net gain on sale of loans during the most recent nine months. This increase was mainly due to an increase in activity as there were loan sales of $638.2 million during the nine months ended June 30, 2020, compared to loan sales of $85.1 million during the nine months ended June 30, 2019. Gains on the sale of loans in the current nine months included $2.3 million of gains on loan sales closing in July, 2020, as a result of an accounting election for contracts that were in existence at a quarter end. Additionally during the most recent nine months, we recorded a $4.3 million gain, representing our share of the gain on the sale of the remaining commercial property held by a non-thrift, partially owned subsidiary of the Company. In addition, there was a $2.8 million increase in the net gain on sale of loans, which was $2.9 million during the three months ended December 31, 2019 compared to $0.1 million during the three months ended December 31, 2018. There were loan sales of $208.5 million at a net gain of 1.44% during the three months ended December 31, 2019, which included a bulk sale of $99.0 million to a private investor, compared to loan sales of $20.7 million during the three months ended December 31, 2018.

Non-Interest Expense. Non-interest expense decreased ~~$0.7~~$6.9 million, or 1%5%, to ~~$47.3~~$141.7 million during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 compared to ~~$48.0~~$148.6 million during the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. This decrease resulted primarily from ~~marginal offsetting fluctuations~~a $5.4 million decrease in marketing expenses as well as a $1.2 million decline in office property and equipment. The decline in marketing expenses during the nine months ended June 30, 2020 was attributed to the timing of media campaigns supporting our lending activities, as marketing was temporarily reduced following the COVID-19 outbreak. The decline in office property and equipment expense ~~marketing~~is mainly due to a decline in building maintenance expenses ~~salaries and employee benefits as well as real estate owned expenses.~~during the most recent nine months.

Income Tax Expense. The provision for income taxes was ~~$6.2~~$13.9 million during ~~both~~ the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 and $16.5 million for the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. The provision for the current ~~three~~nine months included ~~$5.8~~$12.4 million of federal income tax provision and ~~$0.4~~$1.5 million of state income tax provision. The provision for the ~~three~~nine months ended ~~December 31, 2018~~June 30, 2019 included ~~$5.1~~$15.2 million of federal income tax provision and ~~$1.1~~$1.3 million of state income tax provision. Our effective federal tax rate was ~~18.5%~~15.0% during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 and ~~20.0%~~20.5% during the ~~three~~nine months ended ~~December 31, 2018. Our expected~~June 30, 2019. The decline in our federal effective ~~federal income tax~~ rate ~~in the current year~~ is ~~lower than the federal statutory rate~~ due to ~~an increase~~the impact of the CARES Act, which permits a carry back of net tax operating losses to years taxed at higher rates, resulting in ~~excess~~a current period tax ~~benefits associated with stock-based compensation.~~benefit of $3.6 million.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, advances from the FHLB of Cincinnati, borrowings from the FRB-Cleveland Discount Window, overnight Fed Funds through various arrangements with other institutions, proceeds from brokered CDs transactions, principal repayments and maturities of securities, and sales of loans.

In addition to the primary sources of funds described above, we have the ability to obtain funds through the use of collateralized borrowings in the wholesale markets, and from sales of securities. Also, debt issuance by the Company and access to the equity capital markets via a supplemental minority stock offering or a full conversion (second-step) transaction remain as other potential sources of liquidity, although these channels generally require up to nine months of lead time.

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While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by interest rates, economic conditions and competition. The Association’s Asset/

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Liability Management Committee is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We generally seek to maintain a minimum liquidity ratio of 5% (which we compute as the sum of cash and cash equivalents plus unencumbered investment securities for which ready markets exist, divided by total assets). For the three months ended ~~December 31, 2019,~~June 30, 2020, our liquidity ratio averaged ~~5.42%~~5.41%. We believe that we had sufficient sources of liquidity to satisfy our short- and long-term liquidity needs as of ~~December 31, 2019.~~June 30, 2020.

We regularly adjust our investments in liquid assets based upon our assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities and the objectives of our asset/liability management program. Excess liquid assets are generally invested in interest-earning deposits and short- and intermediate-term securities.

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At ~~December 31, 2019,~~June 30, 2020, cash and cash equivalents totaled ~~$281.2~~$329.3 million, which represented an increase of 2%20% from September 30, 2019.

Investment securities classified as available-for-sale, which provide additional sources of liquidity, totaled ~~$554.0~~$514.3 million at ~~December 31, 2019.~~June 30, 2020.

During the ~~three-month~~nine-month period ended ~~December 31, 2019,~~June 30, 2020, loan sales totaled ~~$208.5~~$638.2 million, which ~~included a~~ ~~$99.0~~includes $225.6 million ~~sale~~ to a private ~~investor~~investors and sales to Fannie Mae, consisting of ~~$99.9~~$369.7 million of long-term, fixed-rate, agency-compliant and non-Home Ready first mortgage loans and ~~$9.6~~$42.9 million of loans that qualified under Fannie Mae's Home Ready initiative. Additionally, $43.2 million of principal balances included in loan sales are contracts pending settlement at June 30, 2020. Loans originated under the Home Ready initiative are classified as “held for sale” at origination. Loans originated under non-Home Ready, Fannie Mae compliant procedures are classified as “held for investment” until they are specifically identified for sale.

At ~~December 31, 2019, $9.6~~June 30, 2020, $51.1 million of long-term, fixed-rate residential first mortgage loans were classified as “held for sale,” ~~all~~ of which $45.2 million were loan sale commitments outstanding at June 30, 2020 and $5.9 million were qualified under Fannie Mae's Home Ready ~~initiative. There were no loan sale commitments outstanding at December 31, 2019.~~initiative and not yet committed for sale.

Our cash flows are derived from operating activities, investing activities and financing activities as reported in our Consolidated Statements of Cash Flows (unaudited) included in the unaudited interim Consolidated Financial Statements.

At ~~December 31, 2019,~~June 30, 2020, we had ~~$586.4~~$885.4 million in outstanding commitments to originate loans. In addition to commitments to originate loans, we had ~~$2.30~~$2.51 billion in unfunded home equity lines of credit to borrowers. CDs due within one year of ~~December 31, 2019~~June 30, 2020 totaled ~~$3.53~~$3.27 billion, or ~~39.3%~~35.5% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including loan sales, sales of investment securities, other deposit products, including new CDs, brokered CDs, FHLB advances, borrowings from the FRB-Cleveland Discount Window or other collateralized borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the CDs due on or before ~~December 31, 2020.~~June 30, 2021. We believe, however, based on past experience, that a significant portion of such deposits will remain with us. Generally, we have the ability to attract and retain deposits by adjusting the interest rates offered.

Our primary investing activities are originating residential mortgage loans, home equity loans and lines of credit and purchasing investments. During the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, we originated ~~$750.6 million~~$2.20 billion of residential mortgage loans, and ~~$349.5 million~~$1.07 billion of commitments for home equity loans and lines of credit, while during the ~~three~~nine months ended ~~December 31, 2018,~~June 30, 2019, we originated ~~$383.8 million~~$1.17 billion of residential mortgage loans and ~~$357.0 million~~$1.28 billion of commitments for home equity loans and lines of credit. Also during the nine months ended June 30, 2020, we purchased $230.3 million of fixed-rate residential mortgage loans, which were originated and serviced by the Association and sold to an investor in a prior year. We purchased ~~$56.4~~$133.7 million of securities during the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, and ~~$59.1~~$121.8 million during the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019.

Financing activities consist primarily of changes in deposit accounts, changes in the balances of principal and interest owed on loans serviced for others, FHLB advances, including any collateral requirements related to interest rate swap agreements and borrowings from the FRB-Cleveland Discount Window. We experienced a net increase in total deposits of ~~$234.5~~$463.7 million during the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, which reflected the active management of the offered rates on maturing CDs, compared to a net increase of ~~$105.6~~$222.9 million during the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors, and by other factors. During the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, there was a ~~$6.4~~$46.1 million ~~decrease~~increase in the balance of brokered CDs (exclusive of acquisition costs and subsequent amortization), which had a balance of ~~$501.4~~$553.9 million at ~~December 31, 2019.~~June 30, 2020. At ~~December 31, 2018~~June 30, 2019 the balance of brokered CDs was ~~$576.4~~$518.8 million. Principal and interest owed on loans serviced for others experienced a net ~~decrease~~increase of ~~$1.4~~$10.3 million to ~~$31.5~~$43.2 million during the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 compared to a net

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decrease of ~~$0.9~~$12.3 million to ~~$30.6~~$19.2 million during the ~~three~~nine months ended ~~December 31, 2018.~~June 30, 2019. During the ~~three~~nine months ended ~~December 31, 2019~~June 30, 2020 we decreased our advances from the FHLB of Cincinnati by ~~$13.3~~

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$143.8 million ~~to manage the funding of new~~utilizing deposit increases and proceeds from loan ~~originations and our capital initiatives, and actively manage our liquidity ratio.~~sales. During the ~~three~~nine months ended ~~December 31, 2018,~~June 30, 2019, our advances from the FHLB of Cincinnati increased by ~~$12.6~~$111.9 million.

Liquidity management is both a daily and long-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the FHLB of Cincinnati and the FRB-Cleveland Discount Window, each of which provides an additional source of funds. Also, in evaluating funding alternatives, we may participate in the brokered CD market. At ~~December 31, 2019~~June 30, 2020 we had ~~$3.89~~$3.76 billion of FHLB of Cincinnati advances and no outstanding borrowings from the FRB-Cleveland Discount Window. Additionally, at ~~December 31, 2019,~~June 30, 2020, we had ~~$501.4~~$553.9 million of brokered CDs. During the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, we had average outstanding advances from the FHLB of Cincinnati of ~~$3.75~~$3.83 billion as compared to average outstanding advances of ~~$3.61~~$3.60 billion during the ~~three~~nine months ended ~~December 31, 2018. While the net average balance increased during the current three months, the actual balance as of December 31, 2019 was less than the September~~June 30, ~~2019 balance, reflecting an increase in the use of deposits to fund balance sheet growth and our capital initiatives, and to manage our on-balance sheet liquidity.~~2019. Refer to the Extending the Duration of Funding Sources section of the Overview and the General section of Item 3. Quantitative and Qualitative Disclosures About Market Risk for further discussion. At ~~December 31, 2019,~~June 30, 2020, we had the ability to immediately borrow an additional ~~$73.1~~$13.6 million from the FHLB of Cincinnati and ~~$41.7~~$393.3 million from the FRB-Cleveland Discount Window. From the perspective of collateral value securing FHLB of Cincinnati advances, our capacity limit for additional borrowings beyond the outstanding balance at ~~December 31, 2019~~June 30, 2020 was ~~$4.27~~$4.22 billion, subject to satisfaction of the FHLB of Cincinnati common stock ownership requirement. To satisfy the common stock ownership requirement for the maximum limit of borrowing, we would have to increase our ownership of FHLB of Cincinnati common stock by an additional ~~$85.4~~$189.3 million.

The Association and the Company are subject to various regulatory capital requirements, including a risk-based capital measure. The Basel III capital framework for U.S. banking organizations ("Basel III Rules") includes both a revised definition of capital and guidelines for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. In April 2020, the Association adopted the Simplifications to the Capital Rule ("Rule") which simplified certain aspects of the capital rule under Basil III. The impact of the Rule was not material to the Association’s regulatory ratios.

The Association is subject to the "capital conservation buffer" requirement level of 2.5%. The requirement limits capital distributions and certain discretionary bonus payments to management if the institution does not hold a "capital conservation buffer" in addition to the minimum capital requirements. At ~~December 31, 2019,~~June 30, 2020, the Association exceeded the regulatory requirement for the "capital conservation buffer".

As of ~~December 31, 2019,~~June 30, 2020, the Association exceeded all regulatory requirements to be considered “Well Capitalized” as presented in the table below (dollar amounts in thousands).


	Actual				Well Capitalized Levels					Actual						Well Capitalized Levels
	Amount		Ratio		Amount		Ratio			Amount		Ratio		Amount		Ratio
Total Capital to Risk-Weighted Assets	$	1,522,034	18.77	%	$	811,017	10.00	%	Total Capital to Risk-Weighted Assets	$	1,578,111	19.29	%	$	818,129	10.00	%
Tier 1 (Leverage) Capital to Net Average Assets	1,484,739		10.19	%	728,372		5.00	%	Tier 1 (Leverage) Capital to Net Average Assets	1,532,547		10.25	%	747,703		5.00	%
Tier 1 Capital to Risk-Weighted Assets	1,484,739		18.31	%	648,813		8.00	%	Tier 1 Capital to Risk-Weighted Assets	1,532,547		18.73	%	654,503		8.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets	1,484,725		18.31	%	527,161		6.50	%	Common Equity Tier 1 Capital to Risk-Weighted Assets	1,532,385		18.73	%	531,784		6.50	%

The capital ratios of the Company as of ~~December 31, 2019~~June 30, 2020 are presented in the table below (dollar amounts in thousands).


	Actual					Actual
	Amount		Ratio			Amount		Ratio
Total Capital to Risk-Weighted Assets	$	1,787,553	22.02	%	Total Capital to Risk-Weighted Assets	$	1,816,548	22.18	%
Tier 1 (Leverage) Capital to Net Average Assets	1,750,261		11.99	%	Tier 1 (Leverage) Capital to Net Average Assets	1,770,984		11.82	%
Tier 1 Capital to Risk-Weighted Assets	1,750,261		21.56	%	Tier 1 Capital to Risk-Weighted Assets	1,770,984		21.62	%
Common Equity Tier 1 Capital to Risk-Weighted Assets	1,750,261		21.56	%	Common Equity Tier 1 Capital to Risk-Weighted Assets	1,770,984		21.62	%

In addition to the operational liquidity considerations described above, which are primarily those of the Association, the Company, as a separate legal entity, also monitors and manages its own, parent company-only liquidity, which provides the source of funds necessary to support all of the parent company's stand-alone operations, including its capital distribution strategies which encompass its share repurchase and dividend payment programs. The Company's primary source of liquidity is dividends received from the Association. The amount of dividends that the Association may declare and pay to the Company in any calendar year, without the receipt of prior approval from the OCC but with prior notice to the FRB-Cleveland, cannot exceed net income for the current calendar year-to-date period plus retained net income (as defined) for the preceding two

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calendar years, reduced by prior dividend payments made during those periods. In December 2019, the Company received a ~~$57.0~~

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$57.0 million cash dividend from the Association. Because of its intercompany nature, this dividend payment had no impact on the Company's capital ratios or its consolidated statement of condition but reduced the Association's reported capital ratios. At ~~December 31, 2019,~~June 30, 2020, the Company had, in the form of cash and a demand loan from the Association, ~~$222.8~~$193.1 million of funds readily available to support its stand-alone operations.

The Company’s eighth stock repurchase program, which authorized the repurchase of up to 10,000,000 shares of the Company’s outstanding common stock was approved by the Board of Directors on October 27, 2016 and repurchases began on January 6, 2017. There were ~~4,107,921~~4,108,921 shares repurchased under that program between its start date and ~~December 31, 2019.~~June 30, 2020. During the ~~three~~nine months ended ~~December 31, 2019,~~June 30, 2020, the Company repurchased $0.4 million of its common stock. While share repurchases have recently declined as more emphasis has been placed on dividends, the share repurchase plan has been suspended as part of the response to COVID-19.

On July 16, 2019, Third Federal Savings, MHC received the approval of its members with respect to the waiver of dividends, and subsequently received the non-objection of the FRB-Cleveland, to waive receipt of dividends on the Company’s common stock the MHC owns up to a total of $1.10 per share, to be declared on the Company’s common stock during the 12 months subsequent to the members’ approval (i.e., through July 16, 2020). The members approved the waiver by casting ~~62%~~64% of the eligible votes, with 97% of the votes cast, or 62% of the total eligible votes, voting in favor of the waiver. ~~Of the votes cast, 97% were in favor of the proposal.~~ Third Federal Savings, MHC waived its right to receive a $0.27 per share dividend payment on September 17, 2019 and December 17, ~~2019.~~2019 and $0.28 per share dividend payments on March 24, 2020 and June 23, 2020.

On July 14, 2020, Third Federal Savings, MHC received the approval of its members with respect to the waiver of dividends, and subsequently received the non-objection of the FRB-Cleveland, to waive receipt of dividends on the Company’s common stock the MHC owns up to a total of $1.12 per share, to be declared on the Company’s common stock during the 12 months subsequent to the members’ approval (i.e., through July 14, 2021). The members approved the waiver by casting 63% of the eligible votes, with 97% of the votes cast, or 61% of the total eligible votes, voting in favor of the waiver. Third Federal Savings, MHC is the 81% majority shareholder of the Company.

The payment of dividends, support of asset growth and, once the internal suspension has been lifted, strategic stock repurchases are planned to continue in the future as the focus for future capital deployment activities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

General. The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk has historically been interest rate risk. In general, our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits and advances from the FHLB of Cincinnati. As a result, a fundamental component of our business strategy is to manage interest rate risk and limit the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has established risk parameter limits deemed appropriate given our business strategy, operating environment, capital, liquidity and performance objectives. Additionally, our Board of Directors has authorized the formation of an Asset/Liability Management Committee comprised of key operating personnel, which is responsible for managing this risk in a matter that is consistent with the guidelines and risk limits approved by the Board of Directors. Further, the Board has established the Directors Risk Committee, which, among other responsibilities, conducts regular oversight and review of the guidelines, policies and deliberations of the Asset/Liability Management Committee. We have sought to manage our interest rate risk in order to control the exposure of our earnings and capital to changes in interest rates. As part of our ongoing asset-liability management, we use the following strategies to manage our interest rate risk:


~~(i)~~	~~marketing adjustable-rate and shorter-maturity (10-year, fixed-rate mortgage) loan products;~~

~~(ii)~~

lengthening the weighted average remaining term of major funding sources, primarily by offering attractive interest rates on deposit products, particularly longer-term certificates of deposit, and through the use of longer-term advances from the FHLB of Cincinnati (or shorter-term advances converted to longer-term durations via the use of interest rate exchange contracts that qualify as cash flow hedges) and longer-term brokered certificates of deposit;


~~(iii)~~	~~investing in shorter- to medium-term investments and mortgage-backed securities;~~


~~(iv)~~	~~maintaining the levels of capital required for "well capitalized" designation; and~~


~~(v)~~	~~securitizing and/or selling long-term, fixed-rate residential real estate mortgage loans.~~

(i)marketing adjustable-rate and shorter-maturity (10-year, fixed-rate mortgage) loan products;

(ii)lengthening the weighted average remaining term of major funding sources, primarily by offering attractive interest rates on deposit products, particularly longer-term certificates of deposit, and through the use of longer-term advances from the FHLB of Cincinnati (or shorter-term advances converted to longer-term durations via the use of interest rate exchange contracts that qualify as cash flow hedges) and longer-term brokered certificates of deposit;

(iii)investing in shorter- to medium-term investments and mortgage-backed securities;

(iv)maintaining the levels of capital required for "well capitalized" designation; and

(v)securitizing and/or selling long-term, fixed-rate residential real estate mortgage loans.

During the ~~three~~nine months ended ~~December 31, 2019, $109.5~~June 30, 2020, $412.6 million of agency-compliant, long-term, fixed-rate mortgage loans were sold to Fannie Mae on a servicing retained basis. Additionally, during the ~~three~~nine months ended ~~December 31, 2019,~~ ~~$99.0~~June 30, 2020, $225.6 million of fixed-rate loans were sold, on a servicing retained basis ~~in a single bulk sale~~ to a private ~~investor.~~investors. At ~~December 31, 2019~~, ~~$9.6~~June 30, 2020, $51.1 million of agency-compliant, long-term, fixed-rate residential first mortgage loans ~~that qualified under Fannie Mae's Home Ready program,~~ were classified as “held for sale.” Of the agency-compliant loan sales during the ~~three~~nine months ended ~~December 31, 2019, $9.6~~June 30, 2020, $42.9 million was comprised of long-term (15 to 30 years),

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fixed-rate first mortgage loans which were sold under Fannie Mae's Home Ready program, and ~~$99.9~~$369.7 million was comprised of long-term (15 to 30 years), fixed-rate first mortgage refinance loans which ~~had been originated under our revised procedures and~~ were sold to Fannie Mae, ~~under our reinstated seller contract,~~ as described in the next paragraph. At ~~December 31, 2019, we did not have any outstanding~~June 30, 2020, the principal balance of loan sales ~~commitments.~~included $43.2 million in contracts pending settlement.

First mortgage loans (primarily fixed-rate, mortgage refinances with terms of 15 years or more, and Home Ready) are originated under Fannie Mae procedures and are eligible for sale to Fannie Mae either as whole loans or within ~~mortgage-~~

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~~backed~~mortgage-backed securities. We expect that certain loan types (i.e. our Smart Rate adjustable-rate loans, home purchase fixed-rate loans and 10-year fixed-rate loans) will continue to be originated under our legacy procedures, which are not eligible for sale to Fannie Mae. For loans that are not originated under Fannie Mae procedures, the Association’s ability to reduce interest rate risk via loan sales is limited to those loans that have established payment histories, strong borrower credit profiles and are supported by adequate collateral values that meet the requirements of the FHLB's Mortgage Purchase Program or of private third-party investors.

The Association actively markets equity lines of credit, an adjustable-rate mortgage loan product and a 10-year fixed-rate mortgage loan product. Each of these products provides us with improved interest rate risk characteristics when compared to longer-term, fixed-rate mortgage loans. Shortening the average maturity of our interest-earning assets by increasing our investments in shorter-term loans and investments, as well as loans and investments with variable rates of interest, helps to better match the maturities and interest rates of our assets and liabilities, thereby reducing the exposure of our net interest income to changes in market interest rates.

The Association evaluates funding source alternatives as it seeks to extend its liability duration. Extended duration funding sources that are currently considered include: retail certificates of deposit (which, subject to a fee, generally provide depositors with an early withdrawal option, but do not require pledged collateral); brokered certificates of deposit (which generally do not provide an early withdrawal option and do not require collateral pledges); collateralized borrowings which are not subject to creditor call options (generally advances from the FHLB of Cincinnati); and interest rate exchange contracts ("swaps") which are subject to collateral pledges and which require specific structural features to qualify for hedge accounting treatment (hedge accounting treatment directs that periodic mark-to-market adjustments be recorded in other comprehensive income (loss) in the equity section of the balance sheet rather than being included in operating results of the income statement). The Association's intent is that any swap to which it may be a party will qualify for hedge accounting treatment. The Association attempts to be opportunistic in the timing of its funding duration deliberations and when evaluating alternative funding sources, compares effective interest rates, early withdrawal/call options and collateral requirements.

The Association is a party to interest rate swap agreements. Each of the Association's swap agreements is registered on the Chicago Mercantile Exchange and involves the exchange of interest payment amounts based on a notional principal balance. No exchange of principal amounts occur and the notional principal amount does not appear on our balance sheet. The Association uses swaps to extend the duration of its funding sources. In each of the Association's agreements, interest paid is based on a fixed rate of interest throughout the term of each agreement while interest received is based on an interest rate that resets at a specified interval (generally three months) throughout the term of each agreement. On the initiation date of the swap, the agreed upon exchange interest rates reflect market conditions at that point in time. Swaps generally require counterparty collateral pledges that ensure the counterparties' ability to comply with the conditions of the agreement. The notional amount of the Association's swap portfolio at ~~December 31, 2019~~June 30, 2020 was ~~$2.80~~$3.08 billion. The swap portfolio's weighted average fixed pay rate was ~~1.91%~~1.80% and the weighted average remaining term was ~~3.5~~3.3 years. Concurrent with the execution of each swap, the Association entered into a short-term borrowing from the FHLB of Cincinnati in an amount equal to the notional amount of the swap and with interest rate resets aligned with the reset interval of the swap. Each individual swap agreement has been designated as a cash flow hedge of interest rate risk associated with the Company's variable rate borrowings from the FHLB of Cincinnati.

Economic Value of Equity. Using customized modeling software, the Association prepares periodic estimates of the amounts by which the net present value of its cash flows from assets, liabilities and off-balance sheet items (the institution's economic value of equity or EVE) would change in the event of a range of assumed changes in market interest rates. The simulation model uses a discounted cash flow analysis and an option-based pricing approach in measuring the interest rate sensitivity of EVE. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumption that instantaneous changes (measured in basis points) occur at all maturities along the United States Treasury yield curve and other relevant market interest rates. A basis point equals one, one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 2% to 3% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below. The model is tailored specifically to our organization, which, we believe, improves its predictive accuracy. The following table presents the estimated changes in the Association’s EVE at ~~December 31, 2019~~June 30, 2020 that would result from the indicated instantaneous changes in the United States Treasury yield curve and other relevant market interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

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								EVE as a Percentage of Present Value of Assets (3)											EVE as a Percentage of Present Value of Assets (3)
Change in Interest Rates (basis points) (1)	Estimated EVE (2)		Estimated Increase (Decrease) in EVE					EVE Ratio (4)		Increase (Decrease) (basis points)		Change in Interest Rates (basis points) (1)	Estimated EVE (2)		Estimated Increase (Decrease) in EVE						EVE Ratio (4)	Increase (Decrease) (basis points)
			Amount			Percent													Amount				Percent
	(Dollars in thousands)												(Dollars in thousands)
+300	$	1,363,208	$	(402,171	)	(22.78	)%	9.83	%	(199	)	+300	$	1,028,549	$	(272,364)	(20.94)	%	7.37	%	(130)
+200	1,516,548		(248,831		)	(14.10	)%	10.65	%	(117	)	+200	1,223,847		(77,066)		(5.92)	%	8.50	%	(17)
+100	1,651,271		(114,108		)	(6.46	)%	11.31	%	(51	)	+100	1,330,268		29,355		2.26	%	9.01	%	34
0	1,765,379		—			—		11.82	%	—		0	1,300,913		—		—	%	8.67	%	—
-100	1,717,147		(48,232		)	(2.73	)%	11.29	%	(53	)	-100	1,142,785		(158,128)		(12.16)	%	7.60	%	(107)

_________________


~~(1)~~	~~Assumes an instantaneous uniform change in interest rates at all maturities.~~


~~(2)~~	~~EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.~~


~~(3)~~	~~Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.~~


~~(4)~~	~~EVE Ratio represents EVE divided by the present value of assets.~~

(1)Assumes an instantaneous uniform change in interest rates at all maturities.

(2)EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3)Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4)EVE Ratio represents EVE divided by the present value of assets.

The table above indicates that at ~~December 31, 2019~~,June 30, 2020, in the event of an increase of 200 basis points in all interest rates, the Association would experience a ~~14.10%~~ 5.92% decrease in EVE. In the event of a 100 basis point decrease in interest rates, the Association would experience a ~~2.73%~~12.16% decrease in EVE.

The following table is based on the calculations contained in the previous table, and sets forth the change in the EVE at a +200 basis point rate of shock at ~~December 31, 2019,~~June 30, 2020, with comparative information as of September 30, 2019. The Association changed the software model used to measure its interest rate risk during the three months ended December 31, 2019, which included the use of different valuation approaches and assumptions inherent in the software. By regulation, the Association must measure and manage its interest rate risk for interest rate shocks relative to established risk tolerances in EVE.

Risk Measure (+200 Basis Points Rate Shock)


	At December 31, 2019		At September 30, 2019			At June 30, 2020		At September 30, 2019
Pre-Shock EVE Ratio	11.82	%	14.93	%	Pre-Shock EVE Ratio	8.67	%	14.93	%
Post-Shock EVE Ratio	10.65	%	13.26	%	Post-Shock EVE Ratio	8.50	%	13.26	%
Sensitivity Measure in basis points	(117	)	(167	)	Sensitivity Measure in basis points	(17)		(167)
Percentage Change in EVE	(14.10	)%	(15.78	)%	Percentage Change in EVE	(5.92)	%	(15.78)	%

Certain shortcomings are inherent in the methodologies used in measuring interest rate risk through changes in EVE. Modeling changes in EVE require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE tables presented above assume:

•no new growth or business volumes;

•that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured, except for reductions to reflect mortgage loan principal repayments along with modeled prepayments and defaults; and

•that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities.

Accordingly, although the EVE tables provide an indication of our interest rate risk exposure as of the indicated dates, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our EVE and will differ from actual results. In addition to our core business activities, which primarily sought to originate Smart Rate (adjustable), home equity lines of credit (adjustable) and 10-year fixed-rate loans funded by borrowings from the FHLB and intermediate term CDs (including brokered CDs), and which are intended to have a favorable impact on our IRR profile, the impact of several other items and events resulted in the ~~1.68%~~9.86% improvement in the Percentage Change in EVE measure at ~~December 31, 2019~~June 30, 2020 when compared to the measure at September 30, 2019. Factors contributing to this improvement included changes in market rates, capital actions by the Association, assumption and modeling changes, including a change in the software model used, and changes due to business activity. Movement in market interest rates included a decrease of ~~five~~147 basis points for the two-year term, ~~an increase~~a decrease of 15126 basis points for the five-year term and ~~an increase~~a decrease of 25101 basis points for the ten-year term. Negatively impacting the Percentage Change in EVE was a $57.0 million cash dividend that

the Association

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~~the Association~~ paid to the Company. Because of its intercompany nature, this payment had no impact on the Company's capital position, or the Company's overall IRR profile, but reduced the Association's regulatory capital and regulatory capital ratios and negatively impacted the Association's Percentage Change in EVE by approximately 0.44%. Additionally, modifications and enhancements to our modeling assumptions and methodologies, as a result of the model software change, impacted the Association's Percentage Change in EVE. While our core business activities, as described at the beginning of this paragraph, are generally intended to have a positive impact on our IRR profile, the actual impact is determined by a number of factors, including the pace of mortgage asset additions to our balance sheet (including consideration of outstanding commitments to originate those assets) in comparison to the pace of the addition of duration extending funding sources. The IRR simulation results presented above were in line with management's expectations and were within the risk limits established by our Board of Directors.

Our simulation model possesses random patterning capabilities and accommodates extensive regression analytics applicable to the prepayment and decay profiles of our borrower and depositor portfolios. The model facilitates the generation of alternative modeling scenarios and provides us with timely decision making data that is integral to our IRR management processes. Modeling our IRR profile and measuring our IRR exposure are processes that are subject to continuous revision, refinement, modification, enhancement, back testing and validation. We continually evaluate, challenge and update the methodology and assumptions used in our IRR model, including behavioral equations that have been derived based on third-party studies of our customer historical performance patterns. Changes to the methodology and/or assumptions used in the model will result in reported IRR profiles and reported IRR exposures that will be different, and perhaps significantly, from the results reported above.

Earnings at Risk. In addition to EVE calculations, we use our simulation model to analyze the sensitivity of our net interest income to changes in interest rates (the institution’s EaR). Net interest income is the difference between the interest income that we earn on our interest-earning assets, such as loans and securities, and the interest that we pay on our interest-bearing liabilities, such as deposits and borrowings. In our model, we estimate what our net interest income would be for prospective 12 and 24 month periods using customized (based on our portfolio characteristics) assumptions with respect to loan prepayment rates, default rates and deposit decay rates, and the implied forward yield curve as of the market date for assumptions as to projected interest rates. We then calculate what the estimated net interest income would be for the same period under numerous interest rate scenarios. The simulation process is subject to continual enhancement, modification, refinement and adaptation, including ~~the replacement of the~~a new software model ~~used~~implemented during ~~the current~~ quarter ending December 31, 2019, in order that it might most accurately reflect our current circumstances, factors and expectations. As of ~~December 31, 2019,~~June 30, 2020, we estimated that our EaR for the 12 months ending ~~December 31, 2020~~June 30, 2021 would increase by ~~0.50%~~3.41% in the event that market interest rates used in the simulation were adjusted in equal monthly amounts (termed a "ramped" format) during the 12 month measurement period to an aggregate increase in 200 basis points. The Association uses the "ramped" assumption in preparing the EaR simulation estimates for use in its public disclosures. In addition to conforming to predominate industry practice, the Association also believes that the ramped assumption provides a more probable/plausible scenario for net interest income simulations than instantaneous shocks which provide a theoretical analysis but a much less credible economic scenario. The Association continues to calculate instantaneous scenarios, and as of ~~December 31, 2019,~~June 30, 2020, we estimated that our EaR for the 12 months ending ~~December 31, 2020,~~June 30, 2021, would ~~decrease~~increase by ~~3.15%~~3.81% in the event of an instantaneous 200 basis point increase in market interest rates.

Certain shortcomings are also inherent in the methodologies used in determining interest rate risk through changes in EaR. Modeling changes in EaR require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the interest rate risk information presented above assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although interest rate risk calculations provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results. In addition to the preparation of computations as described above, we also formulate simulations based on a variety of non-linear changes in interest rates and a variety of non-constant balance sheet composition scenarios.

Other Considerations. The EVE and EaR analyses are similar in that they both start with the same month end balance sheet amounts, weighted average coupon and maturity. The underlying prepayment, decay and default assumptions are also the same and they both start with the same month end "markets" (Treasury and Libor yield curves, etc.). From that similar starting point, the models follow divergent paths. EVE is a stochastic model using 100 different interest rate paths to compute market value at the account level for each of the categories on the balance sheet whereas EaR uses the implied forward curve to compute interest income/expense at the account level for each of the categories on the balance sheet.

EVE is considered as a point in time calculation with a "liquidation" view of the Association where all the cash flows (including interest, principal and prepayments) are modeled and discounted using discount factors derived from the current

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market yield curves. It provides a long term view and helps to define changes in equity and duration as a result of changes in interest rates. On the other hand, EaR is based on balance sheet projections going one year and two years forward and assumes

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new business volume and pricing to calculate net interest income under different interest rate environments. EaR is calculated to determine the sensitivity of net interest income under different interest rate scenarios. With each of these models, specific policy limits have been established that are compared with the actual month end results. These limits have been approved by the Association's Board of Directors and are used as benchmarks to evaluate and moderate interest rate risk. In the event that there is a breach of policy limits that extends beyond two consecutive quarter end measurement periods, management is responsible for taking such action, similar to those described under the preceding heading of General, as may be necessary in order to return the Association's interest rate risk profile to a position that is in compliance with the policy. At ~~December 31, 2019,~~June 30, 2020, the IRR profile as disclosed above was within our internal limits.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision of and with the participation of the Company’s management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated

and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

No ~~change~~changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II — Other Information

Item 1. Legal Proceedings

The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management as of ~~December 31, 2019,~~June 30, 2020, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

Item 1A. Risk Factors

~~There have been no~~In addition to the other information contained in this Quarterly Report on Form 10-Q, the following risk factor represents material ~~changes in~~updates and additions to the ~~"Risk Factors"~~risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 as filed with the SEC on November 26, 2019 (File No. 001-33390). Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations. Further, to the extent that any of the information contained in this Quarterly Report on Form 10-Q constitutes forward-looking statements, the risk factor set forth below also is a cautionary statement identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us.

The economic impact of the COVID-19 outbreak could adversely affect our financial condition and results of operations.

In December 2019, a coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, millions of individuals have filed claims for unemployment, and stock markets have declined in value and in particular bank stocks have significantly declined in value. In response to the COVID-19 outbreak, the Federal Reserve has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and

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other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We have many employees working remotely and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

•demand for our products and services may decline, making it difficult to grow assets and income;

•if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;

•collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

•our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;

•the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

•as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;

•a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend,

•our cyber security risks are increased as the result of an increase in the number of employees working remotely;

•we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and

•Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs;

Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy. We may not be successful in finding and integrating suitable successors in the event of key employee loss or unavailability.

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects.

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

(a)Not applicable

(b)Not applicable

(c)We did not repurchase any stock during the quarter ended June 30, 2020. On October 27, 2016, the Company announced that the Board of Directors approved the Company’s eighth stock repurchase program, which authorized the repurchase of up to 10,000,000 shares of the Company’s outstanding common stock. Purchases under the program will be on an ongoing basis and subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses of capital, and our financial performance. Repurchased shares will be held as treasury stock and be available for general corporate use. The repurchase program commenced in January 2017, and in response to COVID-19, was restricted significantly in March, 2020 and suspended in April, 2020.

~~(a)~~

~~Not applicable~~

~~(b)~~

~~Not applicable~~

~~(c)~~

~~The following table summarizes our stock repurchase activity during the quarter ended~~ ~~December 31, 2019~~.

Average Total Number of Maximum Number
Total Number Price Shares Purchased of Shares that May
of Shares Paid per as Part of Publicly Yet be Purchased
Period Purchased Share Announced Plans (1) Under the Plans
October 1, 2019 through October 31, 2019 19,500
$ 18.35
19,500
5,892,079
November 1, 2019 through November 30, 2019 —
—
—
5,892,079
December 1, 2019 through December 31, 2019 —
—
—
5,892,079
19,500
18.35
19,500

~~Table of Contents~~

~~(1)~~

On October 27, 2016, the Company announced that the Board of Directors approved the Company’s eighth stock repurchase program, which authorized the repurchase of up to 10,000,000 shares of the Company’s outstanding common stock. Purchases under the program will be on an ongoing basis and subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses of capital, and our financial performance. Repurchased shares will be held as treasury stock and be available for general corporate use. The repurchase program commenced in January 2017.

On July ~~16, 2019, at a special meeting of~~14, 2020, Third Federal Savings, MHC received the approval of its members ~~(depositors and certain loan customers of~~with respect to the ~~Association) voted to approve Third Federal Savings, MHC's proposed~~ waiver of dividends, ~~aggregating~~and subsequently received the non-objection of the FRB-Cleveland, to waive receipt of dividends on the Company’s

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common stock the MHC owns up to ~~$1.10~~a total of $1.12 per share, to be declared on the Company’s common stock during the ~~four quarterly periods ending June 30, 2020.~~12 months subsequent to the members’ approval (i.e., through July 14, 2021). The members approved the waiver by casting ~~62%~~63% of the eligible votes, with 97% of the votes cast, or 61% of the total eligible votes, voting in favor of the waiver. ~~Of the votes cast, 97% were in favor of the proposal.~~ Third Federal Savings, MHC is the 81% majority shareholder of the Company.

Following the receipt of the members’ approval at the July 16, 2019 special meeting, Third Federal Savings, MHC filed a notice with, and subsequently received the non-objection of the FRB-Cleveland for the proposed dividend waivers.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

Item 6.

(a) Exhibits



31.1						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32						Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

						The following unaudited financial statements from TFS Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~December 31, 2019,~~June 30, 2020, filed on ~~February 6,~~August 7, 2020, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) Consolidated Statements of Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Unaudited Interim Consolidated Financial Statements.

101.INS

Interactive datafile

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Interactive datafile

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Interactive datafile

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Interactive datafile

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Interactive datafile

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Interactive datafile

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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


			TFS Financial Corporation

Dated:		August 7, 2020	~~TFS Financial Corporation~~

~~Dated:~~	~~February 6, 2020~~	/s/ Marc A. Stefanski
			Marc A. Stefanski
			Chairman of the Board, President and Chief Executive Officer

Dated:		~~February 6,~~August 7, 2020	/s/ Paul J. Huml
			Paul J. Huml
			Chief Financial Officer



Right-of-use assets (a)	$	18,362
Lease liabilities (b)	$	18,708
Weighted Average Remaining Lease Term	6.34 years
Weighted Average Discount Rate	1.92		%



	Three Months Ended December 31,
	2019		2018
Stock option expense	$	188	$	237
Restricted stock units expense	860		844
Performance share units expense	141		—
Total stock-based compensation expense	$	1,189	$	1,081



Fixed-rate mortgage loans	$	196,382
Adjustable-rate mortgage loans	266,517
Equity loans and lines of credit	123,540
Total	$	586,439



Equity lines of credit	$	2,298,011
Construction loans	28,972
Total	$	2,326,983



		Average		Total Number of	Maximum Number
	Total Number	Price		Shares Purchased	of Shares that May
	of Shares	Paid per		as Part of Publicly	Yet be Purchased
Period	Purchased	Share		Announced Plans (1)	Under the Plans
October 1, 2019 through October 31, 2019	19,500	$	18.35	19,500	5,892,079
November 1, 2019 through November 30, 2019	—	—		—	5,892,079
December 1, 2019 through December 31, 2019	—	—		—	5,892,079
	19,500	18.35		19,500