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~~March 31, ~~2022~~2023


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

For transition period from to

Commission File Number 001-33390

TFS FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)


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

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

(216) 441-6000

Registrant’s telephone number, including area code:

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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, a 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

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 6,~~May 8, 2023, there were ~~280,327,291~~280,329,098 shares of the Registrant’s common stock, par value $0.01 per share, outstanding, of which 227,119,132 shares, or 81.0% 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

Item 1.	Financial Statements (unaudited)

	Consolidated Statements of Condition
	~~December~~March 31, ~~2022~~2023 and September 30, 2022	4

	Consolidated Statements of Income
	Three and Six Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022	5

	Consolidated Statements of Comprehensive Income
	Three and Six Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022	6

	Consolidated Statements of Shareholders’ Equity
	Three and Six Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022	7

	Consolidated Statements of Cash Flows
	~~Three~~Six Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022	89

	Notes to Unaudited Interim Consolidated Financial Statements	910

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3334

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6066

Item 4.	Controls and Procedures	6469

Part II — OTHER INFORMATION

Item 1.	Legal Proceedings	6570

Item 1A.	Risk Factors	6570

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6572

Item 3.	Defaults Upon Senior Securities	6572

Item 4.	Mine Safety Disclosures	6572

Item 5.	Other Information	6672

Item 6.	Exhibits	6672

SIGNATURES		6774

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.


ACL: Allowance for Credit Losses			~~FICO:~~FRB-Cleveland: ~~Fair Isaac Corporation~~Federal Reserve Bank of Cleveland
ACT: Tax Cuts and Jobs Act			~~FRB-Cleveland:~~ ~~Federal Reserve Bank of Cleveland~~
~~AOCI:~~ ~~Accumulated Other Comprehensive Income~~			Freddie Mac: Federal Home Loan Mortgage Corporation
~~ARM:~~AOCI: ~~Adjustable Rate Mortgage~~Accumulated Other Comprehensive Income			FRS: Board of Governors of the Federal Reserve System
~~ASC:~~ ARM:~~Accounting Standards Codification~~ Adjustable Rate Mortgage			GAAP: Generally Accepted Accounting Principles
~~ASU:~~ASC: Accounting Standards ~~Update~~Codification			Ginnie Mae: Government National Mortgage Association
~~Association:~~ ASU:~~Third Federal Savings and Loan~~ Accounting Standards Update			GVA: General Valuation Allowances
~~Association of Cleveland~~Association: Third Federal Savings and Loan			HARP: Home Affordable Refinance Program
Association of Cleveland			HPI: Home Price Index
BOLI: Bank Owned Life Insurance			~~HPI:~~ ~~Home Price Index~~
~~CARES Act:~~ ~~Coronavirus Aid, Relief and Economic Security~~			IRR: Interest Rate Risk
~~Act~~BTFP: Bank Term Funding Program			IRS: Internal Revenue Service
CDs: Certificates of Deposit			IVA: Individual Valuation Allowance
CECL: Current Expected Credit Losses			LIBOR: London Interbank Offer Rate
CET1: Common Equity Tier 1			LIHTC: Low Income Housing Tax Credit
CFPB: Consumer Financial Protection Bureau			LIP: Loans-in-Process
CLTV: Combined Loan-to-Value			LTV: Loan-to-Value
Company: TFS Financial Corporation and its			MMK: Money Market Account
subsidiaries			OCC: Office of the Comptroller of the Currency
DFA: Dodd-Frank Wall Street Reform and Consumer			OCI: Other Comprehensive Income
Protection Act			OTS: Office of Thrift Supervision
EaR: Earnings at Risk			PMI: Private Mortgage Insurance
EPS: Earnings per Share			PMIC: PMI Mortgage Insurance Co.
ESOP: Third Federal Employee (Associate) Stock			QTL: Qualified Thrift Lender
Ownership Plan			REMICs: Real Estate Mortgage Investment Conduits
EVE: Economic Value of Equity			REO: Real Estate Owned
Fannie Mae: Federal National Mortgage Association			SEC: United States Securities and Exchange Commission
FASB: Financial Accounting Standards Board			SOFR: Secured Overnight Financing Rate
FDIC: Federal Deposit Insurance Corporation			TDR: Troubled Debt Restructuring
FHFA: Federal Housing Finance Agency			Third Federal Savings, MHC: Third Federal Savings
FHLB: Federal Home Loan Bank			and Loan Association of Cleveland, MHC
FICO: Fair Isaac Corporation

Table of Contents

Item 1. Financial Statements

TFS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION (unaudited)

(In thousands, except share data)


		December 31, 2022		September 30, 2022			March 31, 2023		September 30, 2022
ASSETS	ASSETS					ASSETS
Cash and due from banks	Cash and due from banks	$	31,515	$	18,961	Cash and due from banks	$	28,468	$	18,961
Other interest-earning cash equivalents	Other interest-earning cash equivalents	412,066		350,603		Other interest-earning cash equivalents	392,660		350,603
Cash and cash equivalents	Cash and cash equivalents	443,581		369,564		Cash and cash equivalents	421,128		369,564
Investment securities available for sale (amortized cost $519,536 and $501,597, respectively)		473,131		457,908
Investment securities available for sale (amortized cost $523,580 and $501,597, respectively)						Investment securities available for sale (amortized cost $523,580 and $501,597, respectively)	482,576		457,908

Mortgage loans held for sale ($12,549 and $9,661 measured at fair value, respectively)		12,549		9,661
Mortgage loans held for sale ($4,398 and $9,661 measured at fair value, respectively)						Mortgage loans held for sale ($4,398 and $9,661 measured at fair value, respectively)	4,398		9,661
Loans held for investment, net:	Loans held for investment, net:					Loans held for investment, net:
Mortgage loans	Mortgage loans	14,492,723		14,276,478		Mortgage loans	14,580,410		14,276,478
Other loans	Other loans	3,481		3,263		Other loans	3,868		3,263
Deferred loan expenses, net	Deferred loan expenses, net	51,768		50,221		Deferred loan expenses, net	53,183		50,221
Allowance for credit losses on loans	Allowance for credit losses on loans	(74,477)		(72,895)		Allowance for credit losses on loans	(74,138)		(72,895)
Loans, net	Loans, net	14,473,495		14,257,067		Loans, net	14,563,323		14,257,067
Mortgage loan servicing rights, net	Mortgage loan servicing rights, net	7,815		7,943		Mortgage loan servicing rights, net	7,669		7,943
Federal Home Loan Bank stock, at cost	Federal Home Loan Bank stock, at cost	222,415		212,290		Federal Home Loan Bank stock, at cost	232,855		212,290
Real estate owned, net	Real estate owned, net	1,378		1,191		Real estate owned, net	1,165		1,191
Premises, equipment, and software, net	Premises, equipment, and software, net	35,252		34,531		Premises, equipment, and software, net	34,529		34,531
Accrued interest receivable	Accrued interest receivable	45,317		40,256		Accrued interest receivable	46,399		40,256
Bank owned life insurance contracts	Bank owned life insurance contracts	306,216		304,040		Bank owned life insurance contracts	308,339		304,040
Other assets	Other assets	107,828		95,428		Other assets	159,299		95,428
TOTAL ASSETS	TOTAL ASSETS	$	16,128,977	$	15,789,879	TOTAL ASSETS	$	16,261,680	$	15,789,879
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits	Deposits	$	9,014,295	$	8,921,017	Deposits	$	9,002,867	$	8,921,017
Borrowed funds	Borrowed funds	4,987,287		4,793,221		Borrowed funds	5,204,964		4,793,221
Borrowers’ advances for insurance and taxes	Borrowers’ advances for insurance and taxes	109,070		117,250		Borrowers’ advances for insurance and taxes	102,888		117,250
Principal, interest, and related escrow owed on loans serviced	Principal, interest, and related escrow owed on loans serviced	28,500		29,913		Principal, interest, and related escrow owed on loans serviced	27,166		29,913
Accrued expenses and other liabilities	Accrued expenses and other liabilities	140,236		84,139		Accrued expenses and other liabilities	89,319		84,139
Total liabilities	Total liabilities	14,279,388		13,945,540		Total liabilities	14,427,204		13,945,540
Commitments and contingent liabilities	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	—		—		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; 280,373,614 and 280,582,741 outstanding at December 31, 2022 and September 30, 2022, respectively		3,323		3,323
Common stock, $0.01 par value, 700,000,000 shares authorized; 332,318,750 shares issued; 280,329,098 and 280,582,741 outstanding at March 31, 2023 and September 30, 2022, respectively						Common stock, $0.01 par value, 700,000,000 shares authorized; 332,318,750 shares issued; 280,329,098 and 280,582,741 outstanding at March 31, 2023 and September 30, 2022, respectively	3,323		3,323
Paid-in capital	Paid-in capital	1,751,020		1,751,223		Paid-in capital	1,752,508		1,751,223
Treasury stock, at cost; 51,945,136 and 51,736,009 shares at December 31, 2022 and September 30, 2022, respectively		(775,154)		(771,986)
Treasury stock, at cost; 51,989,652 and 51,736,009 shares at March 31, 2023 and September 30, 2022, respectively						Treasury stock, at cost; 51,989,652 and 51,736,009 shares at March 31, 2023 and September 30, 2022, respectively	(775,852)		(771,986)
Unallocated ESOP shares	Unallocated ESOP shares	(30,334)		(31,417)		Unallocated ESOP shares	(29,250)		(31,417)
Retained earnings—substantially restricted	Retained earnings—substantially restricted	877,713		870,047		Retained earnings—substantially restricted	879,046		870,047
Accumulated other comprehensive income (loss)		23,021		23,149
Accumulated other comprehensive income						Accumulated other comprehensive income	4,701		23,149
Total shareholders’ equity	Total shareholders’ equity	1,849,589		1,844,339		Total shareholders’ equity	1,834,476		1,844,339
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	16,128,977	$	15,789,879	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	16,261,680	$	15,789,879

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
December 31,
2022 2021
INTEREST AND DIVIDEND INCOME:
Loans, including fees $ 129,665 $ 90,119
Investment securities available for sale 3,062 960
Other interest and dividend earning assets 6,243 1,011
Total interest and dividend income 138,970 92,090
INTEREST EXPENSE:
Deposits 29,855 19,251
Borrowed funds 33,958 14,995
Total interest expense 63,813 34,246
NET INTEREST INCOME 75,157 57,844
PROVISION (RELEASE) FOR CREDIT LOSSES (1,000) (2,000)
NET INTEREST INCOME AFTER PROVISION (RELEASE) FOR CREDIT LOSSES 76,157 59,844
NON-INTEREST INCOME:
Fees and service charges, net of amortization 1,936 2,404
Net gain on the sale of loans 17 2,187
Increase in and death benefits from bank owned life insurance contracts 2,238 2,911
Other 966 652
Total non-interest income 5,157 8,154
NON-INTEREST EXPENSE:
Salaries and employee benefits 28,403 26,515
Marketing services 7,713 5,626
Office property, equipment and software 6,800 6,639
Federal insurance premium and assessments 2,761 2,012
State franchise tax 1,208 1,224
Other expenses 6,309 5,657
Total non-interest expense 53,194 47,673
INCOME BEFORE INCOME TAXES 28,120 20,325
INCOME TAX EXPENSE 5,927 4,185
NET INCOME $ 22,193 $ 16,140
Earnings per share—basic and diluted $ 0.08 $ 0.06
Weighted average shares outstanding
Basic 277,320,904 277,225,121
Diluted 278,462,937 278,903,373


	For the Three Months Ended				For the Six Months Ended
	March 31,				March 31,
	2023		2022		2023		2022
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	136,835	$	91,125	$	266,500	$	181,244
Investment securities available for sale	3,455		1,355		6,517		2,315

Other interest and dividend earning assets	7,262		981		13,505		1,992
Total interest and dividend income	147,552		93,461		286,522		185,551
INTEREST EXPENSE:
Deposits	39,876		16,896		69,731		36,147
Borrowed funds	38,408		13,824		72,366		28,819
Total interest expense	78,284		30,720		142,097		64,966
NET INTEREST INCOME	69,268		62,741		144,425		120,585
(RELEASE) FOR CREDIT LOSSES	(1,000)		(1,000)		(2,000)		(3,000)
NET INTEREST INCOME AFTER (RELEASE) FOR CREDIT LOSSES	70,268		63,741		146,425		123,585
NON-INTEREST INCOME:
Fees and service charges, net of amortization	1,924		2,568		3,860		4,972
Net gain on the sale of loans	579		113		596		2,300
Increase in and death benefits from bank owned life insurance contracts	2,123		2,222		4,361		5,133

Other	703		688		1,669		1,340
Total non-interest income	5,329		5,591		10,486		13,745
NON-INTEREST EXPENSE:
Salaries and employee benefits	30,390		26,862		58,793		53,377
Marketing services	6,671		6,551		14,384		12,177
Office property, equipment and software	6,802		6,824		13,602		13,463
Federal insurance premium and assessments	3,488		2,276		6,249		4,288
State franchise tax	1,268		1,237		2,476		2,461
Other expenses	6,955		6,225		13,264		11,882
Total non-interest expense	55,574		49,975		108,768		97,648
INCOME BEFORE INCOME TAXES	20,023		19,357		48,143		39,682
INCOME TAX EXPENSE	4,115		3,512		10,042		7,697
NET INCOME	$	15,908	$	15,845	$	38,101	$	31,985
Earnings per share—basic and diluted	$	0.06	$	0.06	$	0.13	$	0.11
Weighted average shares outstanding
Basic	277,361,293		277,423,493		277,340,877		277,323,217
Diluted	278,499,145		278,819,539		278,472,705		278,864,945

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 Six Months Ended
		December 31,			March 31,						March 31,
			2022			2021			2023		2022		2023		2022
Net income	Net income		$	22,193		$	16,140	Net income	$	15,908	$	15,845	$	38,101	$	31,985
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:							Other comprehensive income (loss), net of tax:
Net change in unrealized (loss) on securities available for sale	Net change in unrealized (loss) on securities available for sale		(1,961)			(3,083)		Net change in unrealized (loss) on securities available for sale	4,173		(14,061)		2,212		(17,144)
Net change in cash flow hedges	Net change in cash flow hedges		1,636			20,649		Net change in cash flow hedges	(22,688)		53,287		(21,052)		73,936
Net change in defined benefit plan obligation	Net change in defined benefit plan obligation		197			96		Net change in defined benefit plan obligation	195		82		392		178
Total other comprehensive income (loss)	Total other comprehensive income (loss)		(128)			17,662		Total other comprehensive income (loss)	(18,320)		39,308		(18,448)		56,970
Total comprehensive income			$	22,065		$	33,802
Total comprehensive income (loss)								Total comprehensive income (loss)	$	(2,412)	$	55,153	$	19,653	$	88,955

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 March 31, 2022
	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 December 31, 2021	$	3,323	$	1,746,992	$	(767,457)	$	(34,667)	$	855,318	$	(50,139)	$	1,753,370
Net income	—		—		—		—		15,845		—		15,845
Other comprehensive income (loss), net of tax	—		—		—		—		—		39,308		39,308
ESOP shares allocated or committed to be released	—		782		—		1,083		—		—		1,865
Compensation costs for equity incentive plans	—		933		—		—		—		—		933
Purchase of treasury stock (53,059 shares)	—		—		(905)		—		—		—		(905)
Treasury stock allocated to equity incentive plan	—		(118)		58		—		—		—		(60)
Dividends declared to common shareholders ($0.2825 per common share)	—		—		—		—		(14,608)		—		(14,608)
Balance at March 31, 2022	$	3,323	$	1,748,589	$	(768,304)	$	(33,584)	$	856,555	$	(10,831)	$	1,795,748

	For the Three Months Ended March 31, 2023
	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 December 31, 2022	$	3,323	$	1,751,020	$	(775,154)	$	(30,334)	$	877,713	$	23,021	$	1,849,589

Net income	—		—		—		—		15,908		—		15,908
Other comprehensive income (loss), net of tax	—		—		—		—		—		(18,320)		(18,320)
ESOP shares allocated or committed to be released	—		435		—		1,084		—		—		1,519
Compensation costs for equity incentive plans	—		1,068		—		—		—		—		1,068
Purchase of treasury stock (46,869 shares)	—		—		(684)		—		—		—		(684)
Treasury stock allocated to equity incentive plan	—		(15)		(14)		—		—		—		(29)
Dividends declared to common shareholders ($0.2825 per common share)	—		—		—		—		(14,575)		—		(14,575)
Balance at March 31, 2023	$	3,323	$	1,752,508	$	(775,852)	$	(29,250)	$	879,046	$	4,701	$	1,834,476

For the Three Months Ended December 31, 2021
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, 2021 $ 3,323 $ 1,746,887 $ (768,035) $ (35,751) $ 853,657 $ (67,801) $ 1,732,280
Net income — — — — 16,140 — 16,140
Other comprehensive income (loss), net of tax — — — — — 17,662 17,662
ESOP shares allocated or committed to be released — 985 — 1,084 — — 2,069
Compensation costs for equity incentive plans — 1,026 — — — — 1,026
Purchase of treasury stock (16,000 shares) — — (285) — — — (285)
Treasury stock allocated to equity incentive plan — (1,906) 863 — — — (1,043)
Dividends declared to common shareholders ($0.2825 per common share) — — — — (14,479) — (14,479)
Balance at December 31, 2021 $ 3,323 $ 1,746,992 $ (767,457) $ (34,667) $ 855,318 $ (50,139) $ 1,753,370
For the Three Months Ended December 31, 2022
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, 2022 $ 3,323 $ 1,751,223 $ (771,986) $ (31,417) $ 870,047 $ 23,149 $ 1,844,339
Net income — — — — 22,193 — 22,193
Other comprehensive income (loss), net of tax — — — — — (128) (128)
ESOP shares allocated or committed to be released — 397 — 1,083 — — 1,480
Compensation costs for equity incentive plans — 1,151 — — — — 1,151
Purchase of treasury stock (315,000 shares) — — (4,316) — — — (4,316)
Treasury stock allocated to equity incentive plan — (1,751) 1,148 — — — (603)
Dividends declared to common shareholders ($0.2825 per common share) — — — — (14,527) — (14,527)
Balance at December 31, 2022 $ 3,323 $ 1,751,020 $ (775,154) $ (30,334) $ 877,713 $ 23,021 $ 1,849,589

Table of Contents


	For the Six Months Ended March 31, 2022
	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, 2021	$	3,323	$	1,746,887	$	(768,035)	$	(35,751)	$	853,657	$	(67,801)	$	1,732,280

Net income	—		—		—		—		31,985		—		31,985
Other comprehensive income (loss), net of tax	—		—		—		—		—		56,970		56,970
ESOP shares allocated or committed to be released	—		1,767		—		2,167		—		—		3,934
Compensation costs for equity incentive plans	—		1,959		—		—		—		—		1,959
Purchase of treasury stock (69,059 shares)	—		—		(1,190)		—		—		—		(1,190)
Treasury stock allocated to equity incentive plan	—		(2,024)		921		—		—		—		(1,103)
Dividends declared to common shareholders ($0.5650 per common share)	—		—		—		—		(29,087)		—		(29,087)
Balance at March 31, 2022	$	3,323	$	1,748,589	$	(768,304)	$	(33,584)	$	856,555	$	(10,831)	$	1,795,748


	For the Six Months Ended March 31, 2023
	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, 2022	$	3,323	$	1,751,223	$	(771,986)	$	(31,417)	$	870,047	$	23,149	$	1,844,339

Net income	—		—		—		—		38,101		—		38,101
Other comprehensive income (loss), net of tax	—		—		—		—		—		(18,448)		(18,448)
ESOP shares allocated or committed to be released	—		832		—		2,167		—		—		2,999
Compensation costs for equity incentive plans	—		2,219		—		—		—		—		2,219
Purchase of treasury stock (361,869 shares)	—		—		(5,000)		—		—		—		(5,000)
Treasury stock allocated to equity incentive plan	—		(1,766)		1,134		—		—		—		(632)
Dividends declared to common shareholders ($0.5650 per common share)	—		—		—		—		(29,102)		—		(29,102)
Balance at March 31, 2023	$	3,323	$	1,752,508	$	(775,852)	$	(29,250)	$	879,046	$	4,701	$	1,834,476

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 Six Months Ended March 31,
		2022		2021			2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	22,193	$	16,140	Net income	$	38,101	$	31,985
Adjustments to reconcile net income to net cash provided by operating activities:	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	ESOP and stock-based compensation expense	2,631		3,095		ESOP and stock-based compensation expense	5,218		5,893
Depreciation and amortization	Depreciation and amortization	4,209		7,193		Depreciation and amortization	8,736		14,108
Deferred income taxes	Deferred income taxes	(45)		3		Deferred income taxes	(155)		(459)
Provision (release) for credit losses	Provision (release) for credit losses	(1,000)		(2,000)		Provision (release) for credit losses	(2,000)		(3,000)
Net gain on the sale of loans	Net gain on the sale of loans	(17)		(2,187)		Net gain on the sale of loans	(596)		(2,300)

Other net (gains) losses	Other net (gains) losses	(300)		199		Other net (gains) losses	(242)		199
Proceeds from sales of loans held for sale	Proceeds from sales of loans held for sale	6,699		10,454		Proceeds from sales of loans held for sale	16,854		26,038
Loans originated and principal repayments on loans for sale	Loans originated and principal repayments on loans for sale	(9,676)		(23,460)		Loans originated and principal repayments on loans for sale	(19,598)		(17,292)
Increase in bank owned life insurance contracts	Increase in bank owned life insurance contracts	(2,238)		(2,136)		Increase in bank owned life insurance contracts	(4,361)		(4,213)
Net (increase) decrease in interest receivable and other assets		(6,617)		3,091
Net increase in interest receivable and other assets						Net increase in interest receivable and other assets	(18,108)		(5,355)
Net increase (decrease) in accrued expenses and other liabilities	Net increase (decrease) in accrued expenses and other liabilities	62,971		(2,735)		Net increase (decrease) in accrued expenses and other liabilities	19,277		(4,934)

Net cash provided by operating activities	Net cash provided by operating activities	78,810		7,657		Net cash provided by operating activities	43,126		40,670
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Loans originated	Loans originated	(857,810)		(1,206,814)		Loans originated	(1,552,032)		(2,508,119)
Principal repayments on loans	Principal repayments on loans	626,555		994,804		Principal repayments on loans	1,233,000		1,802,538
Proceeds from sales, principal repayments and maturities of:	Proceeds from sales, principal repayments and maturities of:					Proceeds from sales, principal repayments and maturities of:
Securities available for sale	Securities available for sale	21,945		57,735		Securities available for sale	40,961		99,278

Proceeds from sale of:	Proceeds from sale of:					Proceeds from sale of:
Loans	Loans	12,381		60,418		Loans	17,551		77,313
Real estate owned	Real estate owned	45		310		Real estate owned	253		310

Purchases of:	Purchases of:					Purchases of:

FHLB stock	FHLB stock	(10,125)		—		FHLB stock	(20,565)		—
Securities available for sale	Securities available for sale	(40,318)		(65,261)		Securities available for sale	(63,722)		(145,488)
Premises and equipment	Premises and equipment	(1,963)		(281)		Premises and equipment	(2,463)		(665)
Other	Other	457		1,534		Other	88		1,467
Net cash used in investing activities	Net cash used in investing activities	(248,833)		(157,555)		Net cash used in investing activities	(346,929)		(673,366)
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits		92,037		(60,005)
Net (decrease) increase in borrowers' advances for insurance and taxes		(8,180)		33,705
Net increase in deposits						Net increase in deposits	78,161		15,532
Net decrease in borrowers' advances for insurance and taxes						Net decrease in borrowers' advances for insurance and taxes	(14,362)		(14,434)
Net decrease in principal and interest owed on loans serviced	Net decrease in principal and interest owed on loans serviced	(1,413)		(5,821)		Net decrease in principal and interest owed on loans serviced	(2,747)		(8,442)
Net increase (decrease) in short-term borrowed funds		(85,000)		(60,000)
Net increase in short-term borrowed funds						Net increase in short-term borrowed funds	275,000		215,000
Net increase (decrease) in Fed Funds purchased	Net increase (decrease) in Fed Funds purchased	(75,000)		—		Net increase (decrease) in Fed Funds purchased	(225,000)		—
Proceeds from long-term borrowed funds	Proceeds from long-term borrowed funds	350,000		150,000		Proceeds from long-term borrowed funds	350,000		250,000
Repayment of long-term borrowed funds	Repayment of long-term borrowed funds	(1,142)		(1,329)		Repayment of long-term borrowed funds	(1,739)		(2,123)
Cash collateral/settlements received from (provided to) derivative counterparties	Cash collateral/settlements received from (provided to) derivative counterparties	(7,677)		29,114		Cash collateral/settlements received from (provided to) derivative counterparties	(69,135)		91,032
Acquisition of treasury shares	Acquisition of treasury shares	(4,919)		(1,364)		Acquisition of treasury shares	(5,632)		(2,326)
Dividends paid to common shareholders	Dividends paid to common shareholders	(14,666)		(14,719)		Dividends paid to common shareholders	(29,179)		(29,198)
Net cash provided by financing activities	Net cash provided by financing activities	244,040		69,581		Net cash provided by financing activities	355,367		515,041
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	74,017		(80,317)		NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	51,564		(117,655)
CASH AND CASH EQUIVALENTS—Beginning of period	CASH AND CASH EQUIVALENTS—Beginning of period	369,564		488,326		CASH AND CASH EQUIVALENTS—Beginning of period	369,564		488,326
CASH AND CASH EQUIVALENTS—End of period	CASH AND CASH EQUIVALENTS—End of period	$	443,581	$	408,009	CASH AND CASH EQUIVALENTS—End of period	$	421,128	$	370,671
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:	SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:					SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest on deposits	Cash paid for interest on deposits	$	28,797	$	19,571	Cash paid for interest on deposits	$	66,428	$	36,897
Cash paid for interest on borrowed funds	Cash paid for interest on borrowed funds	35,375		4,066		Cash paid for interest on borrowed funds	78,058		8,430
Cash paid/(received) for interest on interest rate swaps		(4,064)		10,946
Cash paid (received) for interest on interest rate swaps						Cash paid (received) for interest on interest rate swaps	(14,237)		21,214
Cash paid for income taxes	Cash paid for income taxes	428		286		Cash paid for income taxes	12,310		13,668
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:	SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:					SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Transfer of loans to real estate owned	Transfer of loans to real estate owned	236		73		Transfer of loans to real estate owned	295		73
Transfer of loans from held for investment to held for sale	Transfer of loans from held for investment to held for sale	12,368		74,509		Transfer of loans from held for investment to held for sale	17,466		75,432

Transfer of loans from held for sale to held for investment						Transfer of loans from held for sale to held for investment	8,433		16,075
Treasury stock issued for stock benefit plans	Treasury stock issued for stock benefit plans	1,751		1,906		Treasury stock issued for stock benefit plans	1,765		2,098

See accompanying notes to unaudited interim consolidated financial statements.

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TFS FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands unless otherwise indicated)

1.BASIS OF PRESENTATION

TFS Financial Corporation, a federally chartered stock holding company, conducts its principal activities through its wholly owned subsidiaries. The principal line of business of the Company is retail consumer banking, including mortgage lending, deposit gathering and, to a much lesser extent, other financial services. As of ~~December~~March 31, ~~2022,~~2023, approximately ~~81%~~81.0% of the Company’s outstanding shares were owned by the federally chartered mutual holding company, Third Federal Savings and Loan Association of Cleveland, MHC. The thrift subsidiary of TFS Financial Corporation is Third Federal Savings and Loan Association of Cleveland.

The accounting and financial 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 credit 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~~March 31, ~~2022,~~2023, and its consolidated 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 financial 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, 2022 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, 2023 or for any other period.

Effective October 1, 2020, the Company adopted ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology referred to as the CECL methodology. Refer to NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES for additional details.

Per ASC 606, Revenue from Contracts with Customers, an entity is required 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. Three of the Company's revenue streams within scope of Topic 606 are the sales of REO, interchange income, and deposit account and other transaction-based service fee income. Those streams are not material to the Company's consolidated financial statements and therefore quantitative information regarding these streams is not disclosed.

2.EARNINGS PER SHARE

Basic earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. For purposes of computing earnings per share amounts, outstanding shares include shares held by the public, shares held by the ESOP that have been allocated to participants or committed to be released for allocation to participants, 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 share units with a dilutive impact are added to the outstanding shares used in the basic earnings per share calculation. Unvested shares awarded pursuant to the Company's restricted stock plans are treated as participating securities in the computation of EPS pursuant to the two-class method as they contain nonforfeitable rights to dividends. The two-class method is an earnings allocation that determines EPS for each class of common stock and participating security. Performance share units, determined to be contingently issuable and not participating securities, are excluded from the calculation of basic EPS. At ~~December~~March 31, 2023

910

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~~2022~~ and ~~2021,~~2022, respectively, the ESOP held ~~3,033,376~~2,925,041 and ~~3,466,716~~3,358,381 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,											For the Three Months Ended March 31,
		2022					2021						2023					2022
		Income		Shares	Per share amount		Income		Shares	Per share amount			Income		Shares	Per share amount		Income		Shares	Per share amount
		(Dollars in thousands, except per share data)											(Dollars in thousands, except per share data)
Net income	Net income	$	22,193				$	16,140				Net income	$	15,908				$	15,845
Less: income allocated to restricted stock units	Less: income allocated to restricted stock units	389					369					Less: income allocated to restricted stock units	385					368
Basic earnings per share:	Basic earnings per share:											Basic earnings per share:
Income available to common shareholders	Income available to common shareholders	$	21,804	277,320,904	$	0.08	$	15,771	277,225,121	$	0.06	Income available to common shareholders	15,523		277,361,293	$	0.06	15,477		277,423,493	$	0.06
Diluted earnings per share:	Diluted earnings per share:											Diluted earnings per share:
Effect of dilutive potential common shares	Effect of dilutive potential common shares			1,142,033					1,678,252			Effect of dilutive potential common shares			1,137,852					1,396,046
Income available to common shareholders	Income available to common shareholders	$	21,804	278,462,937	$	0.08	$	15,771	278,903,373	$	0.06	Income available to common shareholders	$	15,523	278,499,145	$	0.06	$	15,477	278,819,539	$	0.06


	For the Six Months Ended March 31,
	2023					2022
	Income		Shares	Per share amount		Income		Shares	Per share amount
	(Dollars in thousands, except per share data)
Net income	$	38,101				$	31,985
Less: income allocated to restricted stock units	775					737
Basic earnings per share:
Income available to common shareholders	37,326		277,340,877	$	0.13	31,248		277,323,217	$	0.11
Diluted earnings per share:
Effect of dilutive potential common shares			1,131,828					1,541,728
Income available to common shareholders	$	37,326	278,472,705	$	0.13	$	31,248	278,864,945	$	0.11

The following is a summary of outstanding stock options and restricted and performance 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 March 31,				For the Six Months Ended March 31,
			2022		2021		2023	2022	2023	2022
Options to purchase shares	Options to purchase shares		2,043,575		133,800	Options to purchase shares	2,043,575	407,900	2,043,944	407,900
Restricted and performance stock units	Restricted and performance stock units		40,000		—	Restricted and performance stock units	63,937	50,000	57,669	—

3.INVESTMENT SECURITIES

Investments available for sale are summarized in the tables below. Accrued interest in the periods presented is ~~$1,249~~$1,289 and $1,122 as of ~~December~~March 31, ~~2022~~2023 and September 30, 2022, respectively, and is reported in accrued interest receivable on the CONSOLIDATED STATEMENTS OF CONDITION.


		December 31, 2022									March 31, 2023
		Amortized Cost		Gross Unrealized				Fair Value			Amortized Cost		Gross Unrealized				Fair Value
				Gains		Losses							Gains		Losses
REMICs	REMICs	$	514,549	$	26	$	(46,037)	$	468,538	REMICs	$	518,589	$	240	$	(40,834)	$	477,995
Fannie Mae certificates	Fannie Mae certificates	934		10		(1)		943		Fannie Mae certificates	941		13		(3)		951
U.S. government and agency obligations	U.S. government and agency obligations	4,053		—		(403)		3,650		U.S. government and agency obligations	4,050		—		(420)		3,630
Total	Total	$	519,536	$	36	$	(46,441)	$	473,131	Total	$	523,580	$	253	$	(41,257)	$	482,576

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	September 30, 2022
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
REMICs	$	496,529	$	1	$	(43,262)	$	453,268
Fannie Mae certificates	1,011		14		(4)		1,021
U.S. government and agency obligations	4,057		—		(438)		3,619
Total	$	501,597	$	15	$	(43,704)	$	457,908

The following is a summary of our securities portfolio by the period remaining until contractual maturity and yield at ~~December~~March 31, ~~2022.~~2023. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments

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or early redemptions that may occur. Weighted average yields are not presented on a tax-equivalent basis and are calculated by multiplying each carry value by its yield and dividing the sum of these results by the total carry values. We did not hold any ~~tax-free~~tax-exempt securities.


		December 31, 2022						September 30, 2022							March 31, 2023						September 30, 2022
		Amortized Cost		Fair Value		Weighted Average Yield		Amortized Cost		Fair Value		Weighted Average Yield			Amortized Cost		Fair Value		Weighted Average Yield		Amortized Cost		Fair Value		Weighted Average Yield
Less than one year	Less than one year	$	180	$	176	1.89	%	$	—	$	—	—	%	Less than one year	$	138	$	135	1.85	%	$	—	$	—	—	%
One to five years	One to five years	13,835		13,139		2.10	%	15,476		14,775		2.06	%	One to five years	12,444		11,793		2.09		15,476		14,775		2.06
Five to ten years	Five to ten years	39,090		37,021		2.29	%	38,927		37,204		2.30	%	Five to ten years	36,524		34,761		2.37		38,927		37,204		2.30
Ten years or greater	Ten years or greater	466,431		422,795		2.57	%	447,194		405,929		2.25	%	Ten years or greater	474,474		435,887		2.73		447,194		405,929		2.25
Total	Total	$	519,536	$	473,131	2.53	%	$	501,597	$	457,908	2.25	%	Total	$	523,580	$	482,576	2.69	%	$	501,597	$	457,908	2.25	%

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~~March 31, ~~2022~~2023 and September 30, 2022, were as follows:


		December 31, 2022													March 31, 2023
		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—													Available for sale—
REMICs	REMICs	$	215,958	$	10,315	$	240,933	$	35,722	$	456,891	$	46,037	REMICs	$	106,418	$	2,271	$	327,377	$	38,563	$	433,795	$	40,834
Fannie Mae certificates	Fannie Mae certificates	246		1		—		—		246		1		Fannie Mae certificates	118		3		—		—		118		3
U.S. government and agency obligations	U.S. government and agency obligations	—		—		3,650		403		3,650		403		U.S. government and agency obligations	—		—		3,630		420		3,630		420
Total	Total	$	216,204	$	10,316	$	244,583	$	36,125	$	460,787	$	46,441	Total	$	106,536	$	2,274	$	331,007	$	38,983	$	437,543	$	41,257


	September 30, 2022
	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	$	261,795	$	17,260	$	190,739	$	26,002	$	452,534	$	43,262
Fannie Mae certificates	217		4		—		—		217		4
U.S. government and agency obligations	3,619		438		—		—		3,619		438
Total	$	265,631	$	17,702	$	190,739	$	26,002	$	456,370	$	43,704

The unrealized losses on investment securities were attributable to ~~changes~~an increase in ~~market~~ interest rates. The ~~contractual terms~~investment portfolio is comprised entirely 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 U.S. government entities and agencies, which support an expectation of zero loss estimates since principal and interest payments due on these ~~governmental agencies. It is expected that~~securities carry the ~~securities would not be settled at a price substantially less than the amortized cost~~full faith and credit guaranty of the ~~investment. The~~U.S.

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government. In addition, 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~~an increase 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~~prior to ~~recover~~recovery of the amortized cost, the Company ~~expects to receive all contractual cash flows from these investments. Therefore, no~~did not record an allowance for credit losses ~~is recorded with respect to securities as~~at of ~~December~~March 31, ~~2022.~~

~~Table of Contents~~2023.

4.LOANS AND ALLOWANCE FOR CREDIT LOSSES

LOAN PORTFOLIOS

Loans held for investment consist of the following:


		December 31, 2022		September 30, 2022			March 31, 2023		September 30, 2022
Real estate loans:	Real estate loans:					Real estate loans:
Residential Core	Residential Core	$	11,687,740	$	11,539,859	Residential Core	$	11,752,274	$	11,539,859
Residential Home Today	Residential Home Today	51,404		53,255		Residential Home Today	49,795		53,255
Home equity loans and lines of credit	Home equity loans and lines of credit	2,699,513		2,633,878		Home equity loans and lines of credit	2,723,878		2,633,878
Construction	Construction	113,815		121,759		Construction	88,319		121,759
Real estate loans	Real estate loans	14,552,472		14,348,751		Real estate loans	14,614,266		14,348,751
Other loans	Other loans	3,481		3,263		Other loans	3,868		3,263
Add (deduct):	Add (deduct):					Add (deduct):
Deferred loan expenses, net	Deferred loan expenses, net	51,768		50,221		Deferred loan expenses, net	53,183		50,221
Loans in process	Loans in process	(59,749)		(72,273)		Loans in process	(33,856)		(72,273)
Allowance for credit losses on loans	Allowance for credit losses on loans	(74,477)		(72,895)		Allowance for credit losses on loans	(74,138)		(72,895)
Loans held for investment, net	Loans held for investment, net	$	14,473,495	$	14,257,067	Loans held for investment, net	$	14,563,323	$	14,257,067

Loans are carried at amortized cost, which includes outstanding principal balance adjusted for any unamortized premiums or discounts, net of deferred fees and expenses. Accrued interest is ~~$44,068~~$45,099 and $39,124 as of ~~December~~March 31, ~~2022~~2023 and September 30, 2022, respectively, and is reported in accrued interest receivable on the CONSOLIDATED STATEMENTS OF CONDITION.

A large concentration of the Company’s lending is in Ohio and Florida. As of ~~December~~March 31, ~~2022~~2023 and September 30, 2022, the percentage of aggregate Residential Core, Home Today and Construction loans secured by properties in Ohio was 57% and 56%, respectively, and the percentage of loans secured by properties in Florida was 18%, as of both dates. As of ~~December~~March 31, ~~2022~~2023 and September 30, 2022, home equity loans and lines of credit were concentrated in the states of Ohio (26% and 27% respectively), Florida (21% and 20% respectively), and California (17% and 16% respectively).

Residential Core mortgage loans represent the largest portion of the residential real estate portfolio. The Company believes overall credit risk is low based on the nature, composition, collateral, products, lien position and performance of the portfolio. The portfolio does not include loan types or structures that have experienced severe performance problems at other financial institutions (sub-prime, no documentation or pay-option adjustable-rate mortgages). The portfolio contains "Smart Rate" adjustable-rate mortgage loans whereby the interest rate is locked initially for three or five years then resets annually, subject to periodic rate adjustments caps and various re-lock options available to the borrower. Although the borrower is qualified for its loan at a higher rate than the initial rate offered, the adjustable-rate feature may impact a borrower's ability to afford the higher payments upon rate reset during periods of rising interest 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 on adjustable-rate mortgage loans. The principal amount of adjustable-rate mortgage loans included in the Residential Core portfolio was ~~$4,703,176~~$4,734,075 and $4,668,089 at ~~December~~March 31, ~~2022~~2023 and September 30, 2022, respectively.

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. Home Today loans have greater credit risk than traditional residential real estate mortgage loans.

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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 and include monthly principal and interest payments throughout the entire term. Once the draw period on lines of credit has expired, the accounts are included in the home equity loan balance. The full credit exposure on home equity lines of credit is secured by the value of the collateral real estate at the time of origination.

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

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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 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 down payment assistance loans which are forgiven in equal increments over a pre-determined term, subject to residency requirements.

Loans held for sale include loans originated with the intent to sell which are generally priced in alignment with secondary market pricing and may be subject to loan level pricing adjustments. Additionally, loans originated for the held for investment portfolio may later be identified for sale and transferred to the held for sale portfolio, which may include loans originated within the parameters of programs established by Fannie Mae. During the three and six months ended ~~December~~March 31, ~~2022~~2023 and ~~December~~March 31, ~~2021,~~2022, reclassifications to the held for sale portfolio included loans that were sold during the period, including those in contracts pending settlement at the end of the period, and loans originated for the held for investment portfolio that were later identified for sale. At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, respectively, mortgage loans held for sale totaled ~~$12,549~~$4,398 and $9,661. During the three and six months ended ~~December~~March 31, ~~2022,~~2023, the principal balance of loans sold was ~~$19,182~~$15,381 and $34,563 (including no loans in contracts pending settlement) compared to ~~$102,006~~$0 and $101,666 (including ~~$32,968 in~~ contracts pending settlement) during the three and six months ended ~~December~~March 31, ~~2021.~~2022. During ~~both~~ the three and six months ended ~~December~~March 31, ~~2022 and December 31, 2021, there~~2023, the amortized cost of loans originated as held for sale that were ~~no transfers~~subsequently transferred to the held for investment ~~portfolio.~~portfolio was $8,433, as compared to $16,075 during the three and six months ended March 31, 2022.

DELINQUENCY and NON-ACCRUAL

An aging analysis of the amortized cost in loan receivables that are past due at ~~December~~March 31, ~~2022~~2023 and September 30, 2022 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, regardless of the number of days in each month. Balances are adjusted for deferred loan fees and 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, 2022
March 31, 2023														March 31, 2023
Real estate loans:	Real estate loans:													Real estate loans:
Residential Core	Residential Core	$	6,856	$	1,744	$	7,525	$	16,125	$	11,691,893	$	11,708,018	Residential Core	$	3,133	$	3,053	$	8,100	$	14,286	$	11,758,704	$	11,772,990
Residential Home Today	Residential Home Today	1,253		537		1,179		2,969		47,980		50,949		Residential Home Today	1,119		373		1,003		2,495		46,836		49,331
Home equity loans and lines of credit	Home equity loans and lines of credit	3,021		754		2,951		6,726		2,725,715		2,732,441		Home equity loans and lines of credit	3,016		1,220		2,898		7,134		2,750,362		2,757,496
Construction	Construction	—		—		—		—		53,083		53,083		Construction	—		—		—		—		53,776		53,776
Total real estate loans	Total real estate loans	11,130		3,035		11,655		25,820		14,518,671		14,544,491		Total real estate loans	7,268		4,646		12,001		23,915		14,609,678		14,633,593
Other loans	Other loans	—		—		—		—		3,481		3,481		Other loans	—		—		—		—		3,868		3,868
Total	Total	$	11,130	$	3,035	$	11,655	$	25,820	$	14,522,152	$	14,547,972	Total	$	7,268	$	4,646	$	12,001	$	23,915	$	14,613,546	$	14,637,461

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	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total
September 30, 2022
Real estate loans:
Residential Core	$	2,725	$	1,491	$	9,281	$	13,497	$	11,545,784	$	11,559,281
Residential Home Today	1,341		770		861		2,972		49,836		52,808
Home equity loans and lines of credit	1,599		796		2,321		4,716		2,661,416		2,666,132
Construction	—		—		—		—		48,478		48,478
Total real estate loans	5,665		3,057		12,463		21,185		14,305,514		14,326,699
Other loans	—		—		—		—		3,263		3,263
Total	$	5,665	$	3,057	$	12,463	$	21,185	$	14,308,777	$	14,329,962

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

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payment. Loans with a partial charge-off are placed in non-accrual and will remain in non-accrual status until, at a minimum, the loss is recovered. Loans restructured in TDRs that were in non-accrual status prior to the restructurings and loans with forbearance plans that were subsequently modified in TDRs are reported 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.

The amortized cost of loan receivables in non-accrual status is summarized in the following table. Non-accrual with no ACL describes non-accrual loans which have no quantitative or individual valuation allowance, primarily because they have already been collaterally reviewed and any required charge-offs have been taken, but may be included in consideration of qualitative allowance factors. Balances are adjusted for deferred loan fees and expenses. There are no loans 90 or more days past due and still accruing at ~~December~~March 31, ~~2022~~2023 or September 30, 2022.


		December 31, 2022				September 30, 2022					March 31, 2023				September 30, 2022
		Non-accrual with No ACL		Total Non-accrual		Non-accrual with No ACL		Total Non-accrual			Non-accrual with No ACL		Total Non-accrual		Non-accrual with No ACL		Total Non-accrual
Real estate loans:	Real estate loans:									Real estate loans:
Residential Core	Residential Core	$	19,587	$	21,058	$	20,995	$	22,644	Residential Core	$	17,296	$	20,351	$	20,995	$	22,644
Residential Home Today	Residential Home Today	5,345		5,783		5,753		6,037		Residential Home Today	5,109		5,461		5,753		6,037
Home equity loans and lines of credit	Home equity loans and lines of credit	6,912		7,289		6,668		6,925		Home equity loans and lines of credit	5,930		6,884		6,668		6,925

Total non-accrual loans	Total non-accrual loans	$	31,844	$	34,130	$	33,416	$	35,606	Total non-accrual loans	$	28,335	$	32,696	$	33,416	$	35,606

At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, respectively, the amortized cost in non-accrual loans includes ~~$22,484~~$20,705 and $23,159 which are performing according to the terms of their agreement, of which ~~$12,752~~$11,695 and $13,526 are loans in Chapter 7 bankruptcy status, primarily where all borrowers have filed, and have not reaffirmed or been dismissed. At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, real estate loans include ~~$8,768~~$8,086 and $9,833, respectively, of loans that were in the process of foreclosure.

Interest on loans in accrual status 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. The Company has elected not to measure an allowance for credit losses on accrued interest receivable amounts since amounts are written off timely. Cash payments on loans in non-accrual status are applied to the oldest scheduled, unpaid payment first. The amount of interest income recognized on non-accrual loans was ~~$162~~$196 and $359 for the three and six months ended ~~December~~March 31, ~~2022~~2023 and ~~$186~~$250 and $436 for three and six months ended ~~December~~March 31, ~~2021,~~2022, 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. 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, a home 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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ALLOWANCE FOR CREDIT LOSSES

For all classes of loans, a loan is considered collateral-dependent when, based on current information and events, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale of the collateral or foreclosure is probable. Factors considered in determining that a loan is collateral-dependent may include the deteriorating financial condition of the borrower indicated by missed or delinquent payments, a pending legal action, such as bankruptcy or foreclosure, or the absence of adequate security for the loan.

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

Partial or full charge-offs are also recognized for the amount of credit losses on loans considered collateral-dependent when the borrower is experiencing financial difficulty as described by meeting the conditions below.

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

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•For home equity loans and lines of credit, and residential loans restructured in 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 amortized cost 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 amortized cost 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 such 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 will continue to be individually evaluated for credit loss until, at a minimum, the loss 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 credit losses on a loan by loan basis at each reporting date for as long as they are reported as TDRs. The credit loss 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 amortized costs 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. These loans are evaluated using expected future cash flows because the borrower, not liquidation of the collateral, is expected to be the source of repayment for the loan. Other loans are not considered for restructuring.

At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, respectively, allowances on individually reviewed TDRs (IVAs), evaluated for credit losses based on the present value of cash flows, were ~~$10,120~~$9,947 and $10,284. All other individually evaluated loans received a charge-off, if applicable.

The allowance for credit losses represents the estimate of lifetime losses in the loan portfolio and unfunded loan commitments. The allowance is estimated at each reporting date using relevant available information relating to past events, current conditions and supportable forecasts. The Company utilizes loan level regression models with forecasted economic data to derive the probability of default and loss given default factors. These factors are used to calculate the loan level credit loss over a 24-month period with an immediate reversion to historical mean loss rates for the remaining life of the loans.

Historical credit loss experience provides the basis for the estimation of expected credit losses. Qualitative adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency status or likely recovery of previous loan charge-offs. Qualitative adjustments for expected changes in environmental conditions, such as changes in unemployment rates, property values or other

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relevant factors, are recognized when forecasted economic data used in the model differs from management's view or contains significant unobservable changes within a short period, particularly when those changes are directionally positive. Identifiable model limitations may also lead to qualitative adjustments, such as those made to reflect the expected recovery of loan amounts previously charged-off, beyond what the model is able to project. The qualitative adjustments resulted in a negative ending balance on the allowance for credit losses for the Home Today portfolio, where recoveries are expected to exceed charge-offs over the remaining life of that portfolio. The net qualitative adjustment at ~~December~~March 31, ~~2022~~2023 was a net reduction of ~~$7,796.~~$9,831. Adjustments are evaluated quarterly based on current facts and circumstances.


	For the Three Months Ended March 31, 2023
	Beginning Balance		Provisions (Releases)		Charge-offs		Recoveries		Ending Balance
Real estate loans:
Residential Core	$	54,498	$	(924)	$	(92)	$	290	$	53,772
Residential Home Today	(985)		(738)		(71)		582		(1,212)
Home equity loans and lines of credit	20,583		154		(431)		926		21,232
Construction	381		(35)		—		—		346
Total real estate loans	$	74,477	$	(1,543)	$	(594)	$	1,798	$	74,138
Total Unfunded Loan Commitments (1)	$	26,110	$	543	$	—	$	—	$	26,653
Total Allowance for Credit Losses	$	100,587	$	(1,000)	$	(594)	$	1,798	$	100,791

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	For the Three Months Ended March 31, 2022
	Beginning Balance		Provisions (Releases)		Charge-offs		Recoveries		Ending Balance
Real estate loans:
Residential Core	$	44,472	$	980	$	(132)	$	1,149	$	46,469
Residential Home Today	(94)		(1,561)		(94)		899		(850)
Home equity loans and lines of credit	18,852		(1,313)		(374)		1,260		18,425
Construction	346		(66)		—		—		280
Total real estate loans	$	63,576	$	(1,960)	$	(600)	$	3,308	$	64,324
Total Unfunded Loan Commitments (1)	$	25,641	$	960	$	—	$	—	$	26,601
Total Allowance for Credit Losses	$	89,217	$	(1,000)	$	(600)	$	3,308	$	90,925

Activity in the allowance for credit losses by portfolio segment is summarized as follows. See Note 11. LOAN COMMITMENTS AND CONTINGENT LIABILITIES for further details on the allowance for unfunded commitments.


		For the Three Months Ended December 31, 2022											For the Six Months Ended March 31, 2023
		Beginning Balance		Provisions (Releases)		Charge-offs		Recoveries		Ending Balance			Beginning Balance		Provisions (Releases)		Charge-offs		Recoveries		Ending Balance
Real estate loans:	Real estate loans:											Real estate loans:
Residential Core	Residential Core	$	53,506	$	792	$	(114)	$	314	$	54,498	Residential Core	$	53,506	$	(132)	$	(206)	$	604	$	53,772
Residential Home Today	Residential Home Today	(997)		(506)		(173)		691		(985)		Residential Home Today	(997)		(1,244)		(243)		1,272		(1,212)
Home equity loans and lines of credit	Home equity loans and lines of credit	20,032		(402)		(127)		1,080		20,583		Home equity loans and lines of credit	20,032		(248)		(559)		2,007		21,232
Construction	Construction	354		27		—		—		381		Construction	354		(8)		—		—		346
Total real estate loans	Total real estate loans	$	72,895	$	(89)	$	(414)	$	2,085	$	74,477	Total real estate loans	$	72,895	$	(1,632)	$	(1,008)	$	3,883	$	74,138
Total Unfunded Loan Commitments (1)	Total Unfunded Loan Commitments (1)	$	27,021	$	(911)	$	—	$	—	$	26,110	Total Unfunded Loan Commitments (1)	$	27,021	$	(368)	$	—	$	—	$	26,653
Total Allowance for Credit Losses	Total Allowance for Credit Losses	$	99,916	$	(1,000)	$	(414)	$	2,085	$	100,587	Total Allowance for Credit Losses	$	99,916	$	(2,000)	$	(1,008)	$	3,883	$	100,791

(1) Total allowance for unfunded loan commitments is recorded in other liabilities on the CONSOLIDATED STATEMENTS OF CONDITION and primarily relates to undrawn home equity lines of credit.

For the Three Months Ended December 31, 2021
Beginning
Balance Provisions (Releases) Charge-offs Recoveries Ending
Balance
Real estate loans:
Residential Core $ 44,523 $ (506) $ (26) $ 481 $ 44,472
Residential Home Today 15 (685) (12) 588 (94)
Home equity loans and lines of credit 19,454 (1,529) (237) 1,164 18,852
Construction 297 49 — — 346
Total real estate loans $ 64,289 $ (2,671) $ (275) $ 2,233 $ 63,576
Total Unfunded Loan Commitments (1)
$ 24,970 $ 671 $ — $ — $ 25,641
Total Allowance for Credit Losses $ 89,259 $ (2,000) $ (275) $ 2,233 $ 89,217

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	For the Six Months Ended March 31, 2022
	Beginning Balance		Provisions (Releases)		Charge-offs		Recoveries		Ending Balance
Real estate loans:
Residential Core	$	44,523	$	474	$	(158)	$	1,630	$	46,469
Residential Home Today	15		(2,246)		(106)		1,487		(850)
Home equity loans and lines of credit	19,454		(2,842)		(611)		2,424		18,425
Construction	297		(17)		—		—		280
Total real estate loans	$	64,289	$	(4,631)	$	(875)	$	5,541	$	64,324
Total Unfunded Loan Commitments (1)	$	24,970	$	1,631	$	—	$	—	$	26,601
Total Allowance for Credit Losses	$	89,259	$	(3,000)	$	(875)	$	5,541	$	90,925

(1) Total allowance for unfunded loan commitments is recorded in other liabilities on the CONSOLIDATED STATEMENTS OF CONDITION and primarily relates to undrawn home equity lines of credit

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CLASSIFIED LOANS

The following tables provide information about the credit quality of residential loan receivables by an internally assigned grade as of the dates presented. Revolving loans reported at amortized cost include home equity lines of credit currently in their draw period. Revolving loans converted to term are home equity lines of credit that are in repayment. Home equity loans and bridge loans are segregated by origination year. Loans, or the portions of loans, classified as loss are fully charged-off in the period in which they are determined to be uncollectible; therefore they are not included in the following table. No Home Today loans are classified Special Mention and noall construction loans are classified ~~Substandard~~Pass for ~~either period~~both periods presented. ~~No construction loans are classified Special Mention at December 31, 2022.~~ Balances are adjusted for deferred loan fees and expenses and any applicable loans-in-process.


														Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term																				Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term
		By fiscal year of origination																				By fiscal year of origination
		2023		2022		2021		2020		2019		Prior						Total						2023		2022		2021		2020		2019		Prior						Total
December 31, 2022
March 31, 2023																							March 31, 2023
Real estate loans:	Real estate loans:																						Real estate loans:
Residential Core	Residential Core																						Residential Core
Pass	Pass	$	463,396	$	3,274,958	$	2,204,396	$	1,451,445	$	610,582	$	3,670,822			$	—	$	—	$	11,675,599				Pass	$	763,923	$	3,256,297	$	2,163,694	$	1,419,047	$	597,387	$	3,543,068	$	—	$	—	$	11,743,416
Special Mention	Special Mention	—		—		260		—		108		1,273		—		—		1,641					Special Mention	—		—		—		—		107		1,205		—		—		1,312
Substandard	Substandard	—		156		563		2,856		1,269		25,934		—		—		30,778					Substandard	—		197		1,514		1,940		1,621		22,990		—		—		28,262
Total Residential Core	Total Residential Core	463,396		3,275,114		2,205,219		1,454,301		611,959		3,698,029		—		—		11,708,018					Total Residential Core	763,923		3,256,494		2,165,208		1,420,987		599,115		3,567,263		—		—		11,772,990
Residential Home Today (1)	Residential Home Today (1)																						Residential Home Today (1)
Pass	Pass	—		—		—		—		—		43,574		—		—		43,574					Pass	—		—		—		—		—		42,615		—		—		42,615

Substandard	Substandard	—		—		—		—		—		7,375		—		—		7,375					Substandard	—		—		—		—		—		6,716		—		—		6,716
Total Residential Home Today	Total Residential Home Today	—		—		—		—		—		50,949		—		—		50,949					Total Residential Home Today	—		—		—		—		—		49,331		—		—		49,331
Home equity loans and lines of credit	Home equity loans and lines of credit																						Home equity loans and lines of credit
Pass	Pass	41,476		85,098		28,770		8,704		7,395		17,181		2,448,906		82,118		2,719,648					Pass	79,545		81,091		27,322		8,208		6,991		15,712		2,450,655		74,817		2,744,341
Special Mention	Special Mention	—		253		117		47		—		53		2,294		321		3,085					Special Mention	—		—		116		—		35		135		2,922		554		3,762
Substandard	Substandard	—		—		73		53		19		142		2,971		6,450		9,708					Substandard	—		—		147		101		1		123		3,448		5,573		9,393
Total Home equity loans and lines of credit	Total Home equity loans and lines of credit	41,476		85,351		28,960		8,804		7,414		17,376		2,454,171		88,889		2,732,441					Total Home equity loans and lines of credit	79,545		81,091		27,585		8,309		7,027		15,970		2,457,025		80,944		2,757,496
Construction
Pass		4,608		44,451		4,024		—		—		—		—		—		53,083

Total Construction	Total Construction	4,608		44,451		4,024		—		—		—		—		—		53,083					Total Construction	6,762		46,507		507		—		—		—		—		—		53,776
Total real estate loans	Total real estate loans																						Total real estate loans
Pass	Pass	509,480		3,404,507		2,237,190		1,460,149		617,977		3,731,577		2,448,906		82,118		14,491,904					Pass	850,230		3,383,895		2,191,523		1,427,255		604,378		3,601,395		2,450,655		74,817		14,584,148
Special Mention	Special Mention	—		253		377		47		108		1,326		2,294		321		4,726					Special Mention	—		—		116		—		142		1,340		2,922		554		5,074
Substandard	Substandard	—		156		636		2,909		1,288		33,451		2,971		6,450		47,861					Substandard	—		197		1,661		2,041		1,622		29,829		3,448		5,573		44,371
Total real estate loans	Total real estate loans	$	509,480	$	3,404,916	$	2,238,203	$	1,463,105	$	619,373	$	3,766,354	$	2,454,171	$	88,889	$	14,544,491				Total real estate loans	$	850,230	$	3,384,092	$	2,193,300	$	1,429,296	$	606,142	$	3,632,564	$	2,457,025	$	80,944	$	14,633,593

(1) No new originations of Home Today loans since fiscal 2016.

1718

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														Revolving Loans Amortized Cost Basis		Revolving Loans Converted To Term																				Revolving Loans Amortized Cost Basis		Revolving Loans Converted To Term
		By fiscal year of origination																				By fiscal year of origination
		2022		2021		2020		2019		2018		Prior						Total						2022		2021		2020		2019		2018		Prior						Total
September 30, 2022	September 30, 2022																						September 30, 2022
Real estate loans:	Real estate loans:																						Real estate loans:
Residential Core	Residential Core																						Residential Core
Pass	Pass	$	3,349,200	$	2,251,075	$	1,488,763	$	629,090	$	665,116	$	3,141,907			$	—	$	—	$	11,525,151				Pass	$	3,349,200	$	2,251,075	$	1,488,763	$	629,090	$	665,116	$	3,141,907	$	—	$	—	$	11,525,151
Special Mention	Special Mention	—		292		—		108		464		816		—		—		1,680					Special Mention	—		292		—		108		464		816		—		—		1,680
Substandard	Substandard	—		1,195		3,188		1,142		1,883		25,042		—		—		32,450					Substandard	—		1,195		3,188		1,142		1,883		25,042		—		—		32,450
Total Residential Core	Total Residential Core	3,349,200		2,252,562		1,491,951		630,340		667,463		3,167,765		—		—		11,559,281					Total Residential Core	3,349,200		2,252,562		1,491,951		630,340		667,463		3,167,765		—		—		11,559,281
Residential Home Today (1)	Residential Home Today (1)																						Residential Home Today (1)
Pass	Pass	—		—		—		—		—		45,408		—		—		45,408					Pass	—		—		—		—		—		45,408		—		—		45,408

Substandard	Substandard	—		—		—		—		—		7,400		—		—		7,400					Substandard	—		—		—		—		—		7,400		—		—		7,400
Total Residential Home Today	Total Residential Home Today	—		—		—		—		—		52,808		—		—		52,808					Total Residential Home Today	—		—		—		—		—		52,808		—		—		52,808
Home equity loans and lines of credit	Home equity loans and lines of credit																						Home equity loans and lines of credit
Pass	Pass	98,904		30,614		9,204		8,036		6,965		11,247		2,400,095		89,448		2,654,513					Pass	98,904		30,614		9,204		8,036		6,965		11,247		2,400,095		89,448		2,654,513
Special Mention	Special Mention	—		191		—		—		—		—		898		640		1,729					Special Mention	—		191		—		—		—		—		898		640		1,729
Substandard	Substandard	—		—		54		20		19		127		2,996		6,674		9,890					Substandard	—		—		54		20		19		127		2,996		6,674		9,890
Total Home equity loans and lines of credit	Total Home equity loans and lines of credit	98,904		30,805		9,258		8,056		6,984		11,374		2,403,989		96,762		2,666,132					Total Home equity loans and lines of credit	98,904		30,805		9,258		8,056		6,984		11,374		2,403,989		96,762		2,666,132
Construction
Pass		37,810		10,668		—		—		—		—		—		—		48,478

Total Construction	Total Construction	37,810		10,668		—		—		—		—		—		—		48,478					Total Construction	37,810		10,668		—		—		—		—		—		—		48,478
Total real estate loans	Total real estate loans																						Total real estate loans
Pass	Pass	3,485,914		2,292,357		1,497,967		637,126		672,081		3,198,562		2,400,095		89,448		14,273,550					Pass	3,485,914		2,292,357		1,497,967		637,126		672,081		3,198,562		2,400,095		89,448		14,273,550
Special Mention	Special Mention	—		483		—		108		464		816		898		640		3,409					Special Mention	—		483		—		108		464		816		898		640		3,409
Substandard	Substandard	—		1,195		3,242		1,162		1,902		32,569		2,996		6,674		49,740					Substandard	—		1,195		3,242		1,162		1,902		32,569		2,996		6,674		49,740
Total real estate loans	Total real estate loans	$	3,485,914	$	2,294,035	$	1,501,209	$	638,396	$	674,447	$	3,231,947	$	2,403,989	$	96,762	$	14,326,699				Total real estate loans	$	3,485,914	$	2,294,035	$	1,501,209	$	638,396	$	674,447	$	3,231,947	$	2,403,989	$	96,762	$	14,326,699

(1) No new originations of Home Today loans since fiscal 2016.

The home equity lines of credit converted from revolving to term loans during the three and six months ended ~~December~~March 31, ~~2022~~2023 totaled $562 and $938~~December~~ and during the three and six months ended March 31, ~~2021, respectively,~~2022 totaled $~~396~~212 and ~~$40.~~$252, respectively. The amount of conversions to term loans is expected to remain low for several years since the length of the draw period on new originations changed from five to ten years in 2016.

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 deems to deserve management’s attention and may result in further deterioration in their repayment prospects and/or the Company’s credit position. ~~Included in~~ ~~Special Mention loans are residential mortgage loans purchased which were current and performing at~~ ~~the time of purchase, but due to the absence of mortgage insurance coverage are potentially weaker repayment prospects when compared with the Company's originated residential Core portfolio.~~ 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.

At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, respectively, ~~$75,445~~$75,152 and $75,904 of TDRs individually evaluated for credit loss have adequately performed under the terms of the restructuring and are classified as Pass loans.

Other loans are internally assigned a grade of non-performing when they become 90 days or more past due. At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, no other loans were graded as non-performing.

~~Table of Contents~~

TROUBLED DEBT RESTRUCTURINGS

Initial concessions granted for loans restructured as TDRs may include reduction of interest rate, extension of amortization period, forbearance or other actions. Some TDRs have experienced a combination of concessions. TDRs also 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.

Table of Contents

The amortized cost in TDRs by category as of ~~December~~March 31, ~~2022~~2023 and September 30, 2022 is shown in the tables below.


December 31, 2022		Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
March 31, 2023										March 31, 2023	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	Residential Core	$	30,157	$	17,385	$	10,873	$	58,415	Residential Core	$	29,716	$	17,310	$	9,889	$	56,915
Residential Home Today	Residential Home Today	10,060		11,177		1,884		23,121		Residential Home Today	9,898		10,791		1,828		22,517
Home equity loans and lines of credit	Home equity loans and lines of credit	22,490		2,676		1,162		26,328		Home equity loans and lines of credit	21,715		2,599		1,063		25,377

Total	Total	$	62,707	$	31,238	$	13,919	$	107,864	Total	$	61,329	$	30,700	$	12,780	$	104,809


September 30, 2022	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	30,071	$	17,583	$	10,896	$	58,550
Residential Home Today	10,359		11,485		1,995		23,839
Home equity loans and lines of credit	22,636		2,743		1,268		26,647

Total	$	63,066	$	31,811	$	14,159	$	109,036

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 is unable to resume contractually scheduled 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 TDRs restructured during the three and six months ended ~~December~~March 31, ~~2022~~2023 and ~~December~~March 31, ~~2021~~2022 (set forth in the tables below), the pre-restructured outstanding amortized cost was not materially different from the post-restructured outstanding amortized cost.

The following tables set forth the amortized cost in TDRs restructured during the periods presented.


		For the Three Months Ended December 31, 2022									For the Three Months Ended March 31, 2023
		Initial Restructuring		Multiple Restructurings		Bankruptcy		Total			Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	Residential Core	$	1,447	$	498	$	364	$	2,309	Residential Core	$	593	$	554	$	264	$	1,411
Residential Home Today	Residential Home Today	—		197		—		197		Residential Home Today	181		171		29		381
Home equity loans and lines of credit	Home equity loans and lines of credit	335		—		—		335		Home equity loans and lines of credit	72		74		—		146
Total	Total	$	1,782	$	695	$	364	$	2,841	Total	$	846	$	799	$	293	$	1,938


		For the Three Months Ended December 31, 2021									For the Three Months Ended March 31, 2022
		Initial Restructuring		Multiple Restructurings		Bankruptcy		Total			Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	Residential Core	$	904	$	181	$	394	$	1,479	Residential Core	$	1,991	$	575	$	202	$	2,768
Residential Home Today	Residential Home Today	133		219		11		363		Residential Home Today	65		253		38		356
Home equity loans and lines of credit	Home equity loans and lines of credit	22		32		45		99		Home equity loans and lines of credit	217		67		100		384
Total	Total	$	1,059	$	432	$	450	$	1,941	Total	$	2,273	$	895	$	340	$	3,508

1920

~~Table of Contents~~


	For the Six Months Ended March 31, 2023
	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	2,030	$	981	$	626	$	3,637
Residential Home Today	182		365		29		576
Home equity loans and lines of credit	406		74		—		480
Total	$	2,618	$	1,420	$	655	$	4,693


	For the Six Months Ended March 31, 2022
	Initial Restructuring		Multiple Restructurings		Bankruptcy		Total
Residential Core	$	2,701	$	754	$	510	$	3,965
Residential Home Today	196		466		50		712
Home equity loans and lines of credit	239		98		144		481
Total	$	3,136	$	1,318	$	704	$	5,158

The tables below summarize information about 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 periods presented.


		For the Three Months Ended December 31,							For the Three Months Ended March 31,
		2022			2021				2023			2022
TDRs That Subsequently Defaulted	TDRs That Subsequently Defaulted	Number of Contracts	Amortized Cost		Number of Contracts	Amortized Cost		TDRs That Subsequently Defaulted	Number of Contracts	Amortized Cost		Number of Contracts	Amortized Cost
Residential Core	Residential Core	5	$	676	5	$	810	Residential Core	2	$	214	6	$	851
Residential Home Today	Residential Home Today	3	74		10	310		Residential Home Today	3	73		7	99
Home equity loans and lines of credit	Home equity loans and lines of credit	—	—		1	149		Home equity loans and lines of credit	1	58		1	149
Total	Total	8	$	750	16	$	1,269	Total	6	$	345	14	$	1,099


	For the Six Months Ended March 31,
	2023			2022
TDRs That Subsequently Defaulted	Number of Contracts	Amortized Cost		Number of Contracts	Amortized Cost
Residential Core	2	$	214	6	$	851
Residential Home Today	4	100		7	99
Home equity loans and lines of credit	1	58		1	149
Total	7	$	372	14	$	1,099

5.DEPOSITS

Deposit account balances are summarized as follows:


		December 31, 2022		September 30, 2022			March 31, 2023		September 30, 2022
Checking accounts	Checking accounts	$	1,181,361	$	1,210,035	Checking accounts	$	1,120,226	$	1,210,035
Savings accounts, excluding money market accounts	Savings accounts, excluding money market accounts	1,302,131		1,364,821		Savings accounts, excluding money market accounts	1,434,869		1,364,821
Money market accounts	Money market accounts	363,402		481,650		Money market accounts	373,033		481,650
Certificates of deposit	Certificates of deposit	6,164,106		5,862,274		Certificates of deposit	6,069,200		5,862,274
		9,011,000		8,918,780			8,997,328		8,918,780
Accrued interest	Accrued interest	3,295		2,237		Accrued interest	5,539		2,237
Total deposits	Total deposits	$	9,014,295	$	8,921,017	Total deposits	$	9,002,867	$	8,921,017

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The aggregate amount of ~~CD's~~CDs in denominations of more than $250 ~~or more~~ was ~~$815,108~~$813,724 and $733,301 at ~~December~~March 31, ~~2022~~2023, and September 30, 2022, respectively. In accordance with the DFA, the maximum amount of deposit insurance is $250 per ~~depositor.~~depositor for each account ownership category.

~~Brokered deposits, which are used as a cost effective funding alternative, consist of certificates of deposit and checking accounts.~~ Brokered certificates of deposits (exclusive of acquisition costs and subsequent amortization), which are used as a cost effective funding alternative, totaled ~~$650,090~~$556,796 at ~~December~~March 31, ~~2022,~~2023, and $575,236 at ~~September 30, 2022. There were no brokered checking accounts at December 31, 2022 and~~ September 30, 2022. 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~~March 31, ~~2022~~2023 and September 30, 2022, the Association may accept brokered deposits without FDIC restrictions.

~~Table of Contents~~

6. BORROWED FUNDS

At ~~December~~March 31, ~~2022,~~2023, the Association had a maximum borrowing capacity of ~~$9,396,564,~~$9,460,683, of which ~~$4,987,287~~$5,204,964 was outstanding. Borrowings from the FHLB of Cincinnati are secured by the Association’s investment in the common stock of the FHLB of Cincinnati, as well as by a blanket pledge of its mortgage portfolio not otherwise pledged. The Association also has the ability to purchase Fed Funds through arrangements with other institutions. Finally, the ability to borrow from the FRB-Cleveland Discount Window is available to the Association and is secured by a pledge of specific loans in the Association’s mortgage portfolio.

Total borrowings at ~~December~~March 31, ~~2022~~2023 are summarized in the table below:


		Borrowing Capacity		Borrowings Available		Borrowings Outstanding			Borrowing Capacity		Borrowings Available		Borrowings Outstanding
FHLB	FHLB	$	8,610,263	$	3,784,668	$	4,825,595	FHLB	$	8,623,777	$	3,438,780	$	5,184,997
FRB Cleveland	FRB Cleveland	156,301		156,301		—		FRB Cleveland	146,906		146,906		—
Fed Funds Purchased	Fed Funds Purchased	630,000		480,000		150,000		Fed Funds Purchased	690,000		690,000		—
Subtotal	Subtotal	$	9,396,564	$	4,420,969	4,975,595		Subtotal	$	9,460,683	$	4,275,686	5,184,997
Accrued Interest	Accrued Interest					11,692		Accrued Interest					19,967
Total Borrowings	Total Borrowings					$	4,987,287	Total Borrowings					$	5,204,964

Maturities of borrowings at ~~December~~March 31, ~~2022~~2023 are summarized in the table below.


		Amount		Weighted Average Rate			Amount		Weighted Average Rate
Maturing in:	Maturing in:					Maturing in:
12 months or less	12 months or less	$	1,690,000	4.00	%	12 months or less	$	1,000,000	3.38	%
13 to 24 months	13 to 24 months	850,000		1.66	%	13 to 24 months	1,000,000		2.01
25 to 36 months	25 to 36 months	750,000		2.05	%	25 to 36 months	700,000		2.28
37 to 48 months	37 to 48 months	550,737		2.25	%	37 to 48 months	775,683		2.75
49 to 60 months	49 to 60 months	727,675		3.23	%	49 to 60 months	752,542		3.55
Over 60 months	Over 60 months	407,183		3.27	%	Over 60 months	956,772		3.37
Total Advances	Total Advances	$	4,975,595	2.94	%	Total Advances	5,184,997		2.90	%
Accrued interest	Accrued interest	11,692				Accrued interest	19,967
Total	Total	$	4,987,287			Total	$	5,204,964

All borrowings have fixed rates during their term ranging up to 240 months. Interest is payable monthly for long-term advances and at maturity for FHLB swap based three-month and overnight advances. The table above reflects the effective maturities and fixed interest rates of the ~~$1,950,000~~$3,025,000 of short-term FHLB advances that are tied to interest rate swaps discussed in Note 13. DERIVATIVE INSTRUMENTS.

For the three and six month periods ended ~~December~~March 31, ~~2022~~2023 and ~~December~~March 31, ~~2021,~~2022, net interest expense related to short-term borrowings was ~~$38,636~~$28,677 and ~~$12,202,~~$53,275, and $10,837 and $23,040, respectively.

2122

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7. 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, 2022								December 31, 2021									March 31, 2023								March 31, 2022
		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	Balance at beginning of period	$	(33,899)	$	68,883	$	(11,835)	$	23,149	$	961	$	(58,210)	$	(10,552)	$	(67,801)	Balance at beginning of period	$	(35,860)	$	70,519	$	(11,638)	$	23,021	$	(2,122)	$	(37,561)	$	(10,456)	$	(50,139)
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $1,574 and $2,730		(1,961)		6,775		—		4,814		(3,083)		12,270		—		9,187
Amounts reclassified, net of tax expense (benefit) of $(1,427) and $2,450		—		(5,139)		197		(4,942)		—		8,379		96		8,475
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(2,594) and $9,547																		Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(2,594) and $9,547	4,173		(12,992)		—		(8,819)		(14,061)		46,340		(14)		32,265
Amounts reclassified, net of tax expense (benefit) of $(2,795) and $2,036																		Amounts reclassified, net of tax expense (benefit) of $(2,795) and $2,036	—		(9,696)		195		(9,501)		—		6,947		96		7,043
Other comprehensive income (loss)	Other comprehensive income (loss)	(1,961)		1,636		197		(128)		(3,083)		20,649		96		17,662		Other comprehensive income (loss)	4,173		(22,688)		195		(18,320)		(14,061)		53,287		82		39,308
Balance at end of period	Balance at end of period	$	(35,860)	$	70,519	$	(11,638)	$	23,021	$	(2,122)	$	(37,561)	$	(10,456)	$	(50,139)	Balance at end of period	$	(31,687)	$	47,831	$	(11,443)	$	4,701	$	(16,183)	$	15,726	$	(10,374)	$	(10,831)


	For the Six Months Ended								For the Six Months Ended
	March 31, 2023								March 31, 2022
	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	$	(33,899)	$	68,883	$	(11,835)	$	23,149	$	961	$	(58,210)	$	(10,552)	$	(67,801)
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(1,020) and $12,277	2,212		(6,217)		—		(4,005)		(17,144)		58,610		(14)		41,452
Amounts reclassified, net of tax expense (benefit) of $(4,222) and $4,486	—		(14,835)		392		(14,443)		—		15,326		192		15,518
Other comprehensive income (loss)	2,212		(21,052)		392		(18,448)		(17,144)		73,936		178		56,970
Balance at end of period	$	(31,687)	$	47,831	$	(11,443)	$	4,701	$	(16,183)	$	15,726	$	(10,374)	$	(10,831)

The following table presents the reclassification adjustment out of accumulated other comprehensive income (loss) 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
Details about Accumulated Other Comprehensive Income Components For the Three Months Ended December 31, Line Item in the Consolidated Statements of Income
2022 2021
Cash flow hedges:
Interest expense $ (6,624) $ 10,801 Interest expense
Net income tax effect 1,485 (2,422) Income tax expense
Net of income tax expense (5,139) 8,379
Amortization of defined benefit plan:
Actuarial loss 255 124 (a)
Net income tax effect (58) (28) Income tax expense
Net of income tax expense 197 96
Total reclassifications for the period $ (4,942) $ 8,475

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	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 March 31,				For the Six Months Ended March 31,				Line Item in the Consolidated Statements of Income
	2023		2022		2023		2022
Cash flow hedges:
Interest (income) expense	$	(12,551)	$	8,955	$	(19,175)	$	19,756	Interest expense
Net income tax effect	2,855		(2,008)		4,340		(4,430)		Income tax expense
Net of income tax expense	(9,696)		6,947		(14,835)		15,326

Amortization of defined benefit plan:
Actuarial loss	255		124		510		248		(a)
Net income tax effect	(60)		(28)		(118)		(56)		Income tax expense
Net of income tax expense	195		96		392		192


Total reclassifications for the period	$	(9,501)	$	7,043	$	(14,443)	$	15,518

(a) This item is included in the computation of net periodic pension cost. See Note 9. DEFINED BENEFIT PLAN for additional disclosure.

8. 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’s combined federal and state effective income tax rate was ~~21.1%~~20.9% and ~~20.6%~~19.4% for the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~December~~March 31, ~~2021,~~2022, respectively. The increase in the effective tax rate is primarily due to

excess tax deficiencies associated with equity compensation during the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 compared to

excess tax benefits in the ~~three~~six months ended ~~December~~March 31, ~~2021.~~

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2022, as well as an increase in state tax rates for the current year.

The Company is no longer subject to income tax examinations in its major jurisdictions for tax years prior to 2019. 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.

The Company makes certain investments in limited partnerships which invest in affordable housing projects that qualify for the Low Income Housing Tax Credit. 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~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~December~~March 31, ~~2021.~~2022.

9. 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 CONSOLIDATED STATEMENTS OF INCOME are as follows:


		Three Months Ended					Three Months Ended				Six Months Ended
		December 31,					March 31,				March 31,
			2022		2021				2023		2022		2023		2022

Interest cost	Interest cost		$	831	$	611		Interest cost	$	831	$	610	$	1,662	$	1,221
Expected return on plan assets	Expected return on plan assets		(968)		(1,301)			Expected return on plan assets	(968)		(1,301)		(1,936)		(2,602)
Amortization of net loss	Amortization of net loss		255		124			Amortization of net loss	255		124		510		248

Net periodic (benefit) cost	Net periodic (benefit) cost		$	118	$	(566)		Net periodic (benefit) cost	$	118	$	(567)	$	236	$	(1,133)

There were no required minimum employer contributions during the ~~three~~six months ended ~~December~~March 31, ~~2022.~~2023. There are no required minimum employer contributions expected during the remainder of the fiscal year ending September 30, 2023.

10. EQUITY INCENTIVE PLAN

In December 2022, 174,550 restricted stock units were granted to certain directors, officers and managers of the Company and 102,000 performance share units were granted to certain officers of the Company. During the ~~three~~six months ended ~~December~~March 31, ~~2022,~~2023, there were 4,394 performance shares earned and added to those granted in December 2020, according to the targeted performance formula. 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. There was no stock option expense for either period presented.


		Three Months Ended December 31,			Three Months Ended March 31,						Six Months Ended March 31,
			2022			2021			2023		2022		2023		2022

Restricted stock units expense	Restricted stock units expense		941			898		Restricted stock units expense	807		748		1,748		1,646
Performance share units expense	Performance share units expense		210			128		Performance share units expense	261		185		471		313
Total stock-based compensation expense	Total stock-based compensation expense		$	1,151		$	1,026	Total stock-based compensation expense	$	1,068	$	933	$	2,219	$	1,959

At ~~December~~March 31, ~~2022, 2,358,775~~2023, 2,330,075 shares were subject to vested options, with a weighted average exercise price of ~~$15.14~~$15.18 per share and a weighted average grant date fair value of ~~$2.55~~$2.54 per share. At ~~December~~March 31, ~~2022, 576,020~~2023, 575,286 restricted stock units and 218,071 performance share units with a weighted average grant date fair value of $16.50 and $15.87 per unit, respectively, are unvested. Expected future compensation expense relating to the ~~1,341,768~~1,341,034 restricted stock units and 218,071 performance

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share units outstanding as of ~~December~~March 31, ~~2022~~2023 is ~~$5,046~~$4,238 over a weighted average period of ~~2.4~~2.3 years and ~~$2,245~~$1,985 over a weighted average period of ~~2.4~~2.2 years, respectively. Each unit is equivalent to one share of common stock.

11. 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 assets on 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. The allowance related to off-balance sheet commitments is recorded in other liabilities in the CONSOLIDATED STATEMENTS OF CONDITION. Refer to Note 4. LOANS AND ALLOWANCES FOR CREDIT LOSSES for discussion on credit loss methodology. Interest rate risk on commitments to extend credit results from the possibility that interest rates may move unfavorably from the position of the Company since the time the commitment was made.

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At ~~December~~March 31, ~~2022,~~2023, the Company had commitments to originate loans and related allowances as follows:


		Commitment		Allowance			Commitment		Allowance
Fixed-rate mortgage loans	Fixed-rate mortgage loans	$	107,867	$	436	Fixed-rate mortgage loans	$	93,199	$	530
Adjustable-rate mortgage loans	Adjustable-rate mortgage loans	100,271		416		Adjustable-rate mortgage loans	95,820		403
Home equity loans and lines of credit	Home equity loans and lines of credit	122,805		1,626		Home equity loans and lines of credit	160,897		2,058
Total	Total	$	330,943	$	2,478	Total	$	349,916	$	2,991

At ~~December~~March 31, ~~2022,~~2023, the Company had unfunded commitments outstanding and related allowances as follows:


		Commitment		Allowance			Commitment		Allowance
Home equity lines of credit	Home equity lines of credit	$	4,228,265	$	23,147	Home equity lines of credit	$	4,410,617	$	23,403
Construction loans	Construction loans	59,749		485		Construction loans	33,856		259
Total	Total	$	4,288,014	$	23,632	Total	$	4,444,473	$	23,662

At ~~December~~March 31, ~~2022,~~2023, 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, was ~~$4,253,178.~~$4,436,222.

At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, the Company had ~~$4,397~~$12,980 and $0, respectively, in commitments to sell mortgage loans.

At March 31, 2023 and September 30, 2022, the Company had $55,499 and $0, respectively, in commitments to purchase mortgage loans.

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

The Company is undergoing an escheat audit covering Ohio, Kentucky and Florida. Any potential loss that may result from this matter is not reasonably estimable at ~~December~~March 31, ~~2022.~~

2023.

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.

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12. 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.

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~~March 31, ~~2022~~2023 and September 30, 2022, ~~respectively,~~ there were no pending agency contracts held for sale. ~~Included in the~~There was a net loss of $0 on the sale of loans ~~is $0~~ for all periods during the three and six months ending ~~December~~March 31, ~~2022,~~2023 and ~~a net loss of $22 for the three months ending December~~March 31, ~~2021, respectively,~~2022, related to the changes in fair value of loans held for sale during the period in which loans were 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~~March 31, ~~2022~~2023 and September 30, 2022, respectively, this includes ~~$473,131~~$482,576 and $457,908 of investments in U.S. government and agency obligations including U.S. Treasury notes and investments in highly liquid collateralized mortgage obligations, that can include items 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 included in Level 2 of the hierarchy. At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, there were ~~$12,549~~$4,398 and $9,661, respectively of loans held for sale measured at fair value. At ~~December~~March 31, ~~2022~~2023 and September 30, 2022 there were no loans carried at cost. Interest income on mortgage loans held for sale is recorded in interest income on loans.

Collateral-dependent Loans—Collateral-dependent loans represent certain loans held for investment that are subject to a fair value measurement under U.S. GAAP because they are individually evaluated using a fair value measurement, such as the fair value of the underlying collateral. Credit loss 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 ALLOWANCES FOR CREDIT LOSSES. To calculate the credit loss of collateral-dependent loans, the fair market values of the collateral, estimated using third-party appraisals in the majority of instances, are reduced by calculated estimated costs to dispose, derived from historical experience and recent market conditions. Any indicated credit loss is recognized by a charge to the allowance for credit losses. Subsequent increases in collateral values or principal pay downs on loans with recognized credit loss could result in a collateral-dependent loan being carried below its fair value. When no credit 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 amortized cost of loans individually evaluated for credit loss 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 credit loss or when additional credit loss 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 credit loss 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~~March 31, ~~2022~~2023 and September 30, 2022, respectively, this included ~~$76,579~~$76,177 and $76,692 in amortized cost of TDRs with related allowances for loss of ~~$10,120~~$9,947 and $10,284.

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

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real estate owned at ~~December~~March 31, ~~2022~~2023 and September 30, 2022 were ~~$1,378~~$1,165 and $1,191, 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~~March 31, ~~2022~~2023 and September 30, 2022, these adjustments were not significant to reported fair values. At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, respectively, ~~$1,432~~$1,339 and $1,192 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 estimated fair values, less estimated costs to dispose, of ~~$186~~$174 and $156, respectively. Real estate owned includes ~~$132~~$0 and $155 of properties carried at their original or adjusted cost basis at ~~December~~March 31, ~~2022~~2023 and September 30, 2022, 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 STATEMENTS OF CONDITION with changes in value recorded in current earnings. Derivatives qualifying as cash flow hedges are settled daily, bringing the fair value to $0. Refer to Note 13. DERIVATIVE INSTRUMENTS for additional information on cash flow hedges and other derivative instruments. 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.

Assets and liabilities carried at fair value on a recurring basis in the CONSOLIDATED STATEMENTS OF CONDITION at ~~December~~March 31, ~~2022~~2023 and September 30, 2022 are summarized below.


					Recurring Fair Value Measurements at Reporting Date Using												Recurring Fair Value Measurements at Reporting Date Using
		December 31, 2022			Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs			March 31, 2023			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														Assets
Investment securities available for sale:	Investment securities available for sale:												Investment securities available for sale:

REMICs	REMICs	$	468,538		$	—		$	468,538		$	—	REMICs	$	477,995		$	—		$	477,995		$	—
Fannie Mae certificates	Fannie Mae certificates	943			—			943			—		Fannie Mae certificates	951			—			951			—

U.S. government and agency obligations	U.S. government and agency obligations	3,650			—			3,650			—		U.S. government and agency obligations	3,630			—			3,630			—

Total	Total	$	473,131		$	—		$	473,131		$	—	Total	$	482,576		$	—		$	482,576		$	—
Liabilities	Liabilities												Liabilities
Derivatives:	Derivatives:												Derivatives:
Interest rate lock commitments	Interest rate lock commitments	$	29		$	—		$	—		$	29	Interest rate lock commitments	$	23		$	—		$	—		$	23

Forward commitments for the sale of mortgage loans													Forward commitments for the sale of mortgage loans	76			—			76			—

Total	Total	$	29		$	—		$	—		$	29	Total	$	99		$	—		$	76		$	23

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					Recurring Fair Value Measurements at Reporting Date Using												Recurring Fair Value Measurements at Reporting Date Using
		September 30, 2022			Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs			September 30, 2022			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														Assets
Investment securities available for sale:	Investment securities available for sale:												Investment securities available for sale:

REMIC's		$	453,268		$	—		$	453,268		$	—
REMICs													REMICs	$	453,268		$	—		$	453,268		$	—
Fannie Mae certificates	Fannie Mae certificates	1,021			—			1,021			—		Fannie Mae certificates	1,021			—			1,021			—
U.S. government and agency obligations	U.S. government and agency obligations	3,619			—			3,619			—		U.S. government and agency obligations	3,619			—			3,619			—

Total	Total	$	457,908		$	—		$	457,908		$	—	Total	$	457,908		$	—		$	457,908		$	—

Liabilities	Liabilities												Liabilities
Derivatives:	Derivatives:												Derivatives:
Interest rate lock commitments	Interest rate lock commitments	$	333		$	—		$	—		$	333	Interest rate lock commitments	$	333		$	—		$	—		$	333

Total	Total	$	333		$	—		$	—		$	333	Total	$	333		$	—		$	—		$	333

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,			Three Months Ended March 31,						Six Months Ended March 31,
			2022			2021			2023		2022		2023		2022
Beginning balance	Beginning balance		$	(333)		$	525	Beginning balance	$	(29)	$	247	$	(333)	$	525
(Loss)/Gain during the period due to changes in fair value:	(Loss)/Gain during the period due to changes in fair value:							(Loss)/Gain during the period due to changes in fair value:
Included in other non-interest income	Included in other non-interest income		304			(278)		Included in other non-interest income	6		—		310		(278)
Ending balance	Ending balance		$	(29)		$	247	Ending balance	$	(23)	$	247	$	(23)	$	247
Change in unrealized gains for the period included in earnings for assets held at end of the reporting date	Change in unrealized gains for the period included in earnings for assets held at end of the reporting date		$	(29)		$	247	Change in unrealized gains for the period included in earnings for assets held at end of the reporting date	$	(23)	$	247	$	(23)	$	247

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


						Nonrecurring Fair Value Measurements at Reporting Date Using																Nonrecurring Fair Value Measurements at Reporting Date Using
		December 31, 2022				Quoted Prices in Active Markets for Identical Assets				Significant Other Observable Inputs				Significant Unobservable Inputs				March 31, 2023				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)
Collateral-dependent loans, net of allowance	Collateral-dependent loans, net of allowance			$	45,457			$	—			$	—			$	45,457		Collateral-dependent loans, net of allowance	$	40,181			$	—			$	—			$	40,181
Mortgage loans held for sale	Mortgage loans held for sale	12,549				—				12,549				—		Mortgage loans held for sale		4,398				—				4,398				—
Real estate owned(1)	Real estate owned(1)	1,432				—				—				1,432		Real estate owned(1)		1,339				—				—				1,339
Total	Total	$	59,438			$	—			$	12,549			$	46,889	Total		$	45,918			$	—			$	4,398			$	41,520


			Nonrecurring Fair Value Measurements at Reporting Date Using
	September 30, 2022		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Collateral-dependent loans, net of allowance	$	47,121	$	—	$	—	$	47,121
Mortgage loans held for sale	9,661		—		9,661		—
Real estate owned(1)	1,192		—		—		1,192
Total	$	57,974	$	—	$	9,661	$	48,313

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

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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 generally have a much lower closure rate than origination applications which is reflected in the aggregate weighted average closure rates shown below.~~.


		Fair Value												Fair Value
		December 31, 2022	Valuation Technique(s)		Unobservable Input		Range				Weighted Average			March 31, 2023			Valuation Technique(s)	Unobservable Input		Range			Weighted Average
Collateral-dependent loans, net of allowance	Collateral-dependent loans, net of allowance	$45,457	Market comparables of collateral discounted to estimated net proceeds		Discount appraised value to estimated net proceeds based on historical experience:							Collateral-dependent loans, net of allowance		$40,181			Market comparables of collateral discounted to estimated net proceeds	Discount appraised value to estimated net proceeds based on historical experience:
				• Residential Properties		0	-	28%		4.6%						• Residential Properties		0	-	28%	4.7%

Interest rate lock commitments	Interest rate lock commitments	$(29)		Quoted Secondary Market pricing		Closure rate		0	-	100%			96.6%		Interest rate lock commitments		$(23)	Quoted Secondary Market pricing		Closure rate	0	-	100%	85.2%


	Fair Value
	September 30, 2022	Valuation Technique(s)	Unobservable Input	Range			Weighted Average
Collateral-dependent loans, net of allowance	$47,121	Market comparables of collateral discounted to estimated net proceeds	Discount appraised value to estimated net proceeds based on historical experience:
			• Residential Properties	0	-	28%	4.7%

Interest rate lock commitments	$(333)	Quoted Secondary Market pricing	Closure rate	0	-	100%	93.7%

2829

~~Table of Contents~~

The following tables present the estimated fair value of the Company’s financial instruments and their carrying amounts as reported in the CONSOLIDATED STATEMENTS OF CONDITION.


		December 31, 2022												March 31, 2023
		Carrying		Fair		Level 1		Level 2			Level 3			Carrying			Fair		Level 1			Level 2			Level 3
		Amount		Value						Amount					Value
Assets:	Assets:															Assets:
Cash and due from banks	Cash and due from banks	$	31,515	$	31,515	$	31,515	$	—		$	—	Cash and due from banks	$	28,468		$	28,468		$	28,468		$	—		$	—
Interest earning cash equivalents		412,066		412,066		412,066		—			—
Interest-earning cash equivalents													Interest-earning cash equivalents	392,660			392,660		392,660			—			—
Investment securities available for sale	Investment securities available for sale	473,131		473,131		—		473,131			—		Investment securities available for sale	482,576			482,576		—			482,576			—
Mortgage loans held for sale	Mortgage loans held for sale	12,549		12,549		—		12,549			—		Mortgage loans held for sale	4,398			4,398		—			4,398			—
Loans, net:	Loans, net:												Loans, net:
Mortgage loans held for investment	Mortgage loans held for investment	14,470,014		13,393,127		—		—			13,393,127		Mortgage loans held for investment	14,559,455			13,548,453		—			—			13,548,453
Other loans	Other loans	3,481		3,481		—		—			3,481		Other loans	3,868			3,868		—			—			3,868
Federal Home Loan Bank stock	Federal Home Loan Bank stock	222,415		222,415		N/A		—			—		Federal Home Loan Bank stock	232,855			232,855		N/A			—			—
Accrued interest receivable	Accrued interest receivable	45,317		45,317		—		45,317			—		Accrued interest receivable	46,399			46,399		—			46,399			—

Cash collateral received from or held by counterparty	Cash collateral received from or held by counterparty	36,202		36,202		36,202		—			—		Cash collateral received from or held by counterparty	68,295			68,295		68,295			—			—

Liabilities:	Liabilities:												Liabilities:
Checking and passbook accounts	Checking and passbook accounts	$	2,846,894	$	2,846,894	$	—	$	2,846,894		$	—	Checking and passbook accounts	$	2,928,128		$	2,928,128	$	—		$	2,928,128		$	—
Certificates of deposit	Certificates of deposit	6,167,401		6,063,239		—		6,063,239			—		Certificates of deposit	6,074,739			5,976,256		—			5,976,256			—
Borrowed funds	Borrowed funds	4,987,287		4,936,724		—		4,936,724			—		Borrowed funds	5,204,964			5,234,815		—			5,234,815			—
Borrowers’ advances for insurance and taxes	Borrowers’ advances for insurance and taxes	109,070		109,070		—		109,070			—		Borrowers’ advances for insurance and taxes	102,888			102,888		—			102,888			—
Principal, interest and escrow owed on loans serviced	Principal, interest and escrow owed on loans serviced	28,500		28,500		—		28,500			—		Principal, interest and escrow owed on loans serviced	27,166			27,166		—			27,166			—

Derivatives	Derivatives	29		29		—		—			29		Derivatives	99			99		—			76			23


		September 30, 2022												September 30, 2022
		Carrying		Fair		Level 1		Level 2			Level 3			Carrying			Fair		Level 1			Level 2			Level 3
		Amount		Value						Amount					Value
Assets:	Assets:															Assets:
Cash and due from banks	Cash and due from banks	$	18,961	$	18,961	$	18,961	$	—		$	—	Cash and due from banks	$	18,961		$	18,961		$	18,961		$	—		$	—
Interest earning cash equivalents		350,603		350,603		350,603		—			—
Interest-earning cash equivalents													Interest-earning cash equivalents	350,603			350,603		350,603			—			—
Investment securities available for sale	Investment securities available for sale	457,908		457,908		—		457,908			—		Investment securities available for sale	457,908			457,908		—			457,908			—
Mortgage loans held for sale	Mortgage loans held for sale	9,661		9,661		—		9,661			—		Mortgage loans held for sale	9,661			9,661		—			9,661			—
Loans, net:	Loans, net:												Loans, net:
Mortgage loans held for investment	Mortgage loans held for investment	14,253,804		13,106,346		—		—			13,106,346		Mortgage loans held for investment	14,253,804			13,106,346		—			—			13,106,346
Other loans	Other loans	3,263		3,263		—		—			3,263		Other loans	3,263			3,263		—			—			3,263
Federal Home Loan Bank stock	Federal Home Loan Bank stock	212,290		212,290		N/A		—			—		Federal Home Loan Bank stock	212,290			212,290		N/A			—			—
Accrued interest receivable	Accrued interest receivable	40,256		40,256		—		40,256			—		Accrued interest receivable	40,256			40,256		—			40,256			—

Cash collateral received from or held by counterparty	Cash collateral received from or held by counterparty	26,045		26,045		26,045		—			—		Cash collateral received from or held by counterparty	26,045			26,045		26,045			—			—

Liabilities:	Liabilities:												Liabilities:
Checking and passbook accounts	Checking and passbook accounts	$	3,056,506	$	3,056,506	$	—	$	3,056,506		$	—	Checking and passbook accounts	$	3,056,506		$	3,056,506	$	—		$	3,056,506		$	—
Certificates of deposit	Certificates of deposit	5,864,511		5,733,418		—		5,733,418			—		Certificates of deposit	5,864,511			5,733,418		—			5,733,418			—
Borrowed funds	Borrowed funds	4,793,221		4,734,377		—		4,734,377			—		Borrowed funds	4,793,221			4,734,377		—			4,734,377			—
Borrowers’ advances for insurance and taxes	Borrowers’ advances for insurance and taxes	117,250		117,250		—		117,250			—		Borrowers’ advances for insurance and taxes	117,250			117,250		—			117,250			—
Principal, interest and escrow owed on loans serviced	Principal, interest and escrow owed on loans serviced	29,913		29,913		—		29,913			—		Principal, interest and escrow owed on loans serviced	29,913			29,913		—			29,913			—
Derivatives	Derivatives	333		333		—		—			333		Derivatives	333			333		—			—			333

2930

~~Table of Contents~~

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

Investment Securities Available for Sale— 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, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using the current market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term. For other loans, the fair value is the principal outstanding at the reporting date. Collateral-dependent 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.

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.

13. 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.

Cash flow hedges are initially assessed for effectiveness using regression analysis. Changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in OCI and are subsequently reclassified into earnings during the period 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~~March 31, ~~2022.~~2023.

The Company enters into forward commitments for the sale of mortgage loans principally to protect against the risk of lost revenue from 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 CONSOLIDATED STATEMENTS OF 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 STATEMENTS OF INCOME.

3031

~~Table of Contents~~

The following tables provide the notional values and fair values, and the locations of the fair values within the CONSOLIDATED STATEMENTS OF CONDITION, at the reporting dates, for all derivative instruments.


		December 31, 2022								March 31, 2023
						Weighted Average								Weighted Average
		Notional Value		Fair Value		Term (years)	Fixed-Rate Payments			Notional Value		Fair Value		Term (years)	Fixed-Rate Payments
Derivatives designated as hedging instruments	Derivatives designated as hedging instruments								Derivatives designated as hedging instruments
Cash flow hedges: Interest rate swaps	Cash flow hedges: Interest rate swaps								Cash flow hedges: Interest rate swaps
Other Assets	Other Assets								Other Assets
LIBOR swaps (1)	LIBOR swaps (1)	$	1,475,000	$	—	2.6	1.87	%	LIBOR swaps (1)	$	1,425,000	$	—	2.4	1.86	%
SOFR swaps (2)	SOFR swaps (2)	400,000		—		6.6	3.35	%	SOFR swaps (2)	725,000		—		5.0	3.39
Other Liabilities	Other Liabilities								Other Liabilities

SOFR swaps (2)	SOFR swaps (2)	75,000		$	—	4.9	3.82	%	SOFR swaps (2)	875,000		$	—	5.6	3.66
Total cash flow hedges: Interest rate swaps	Total cash flow hedges: Interest rate swaps	$	1,950,000	$	—	3.5	2.25	%	Total cash flow hedges: Interest rate swaps	$	3,025,000	$	—	3.9	2.75	%


	September 30, 2022
					Weighted Average
	Notional Value		Fair Value		Term (years)	Fixed-Rate Payments
Cash flow hedges: Interest rate swaps
Other Assets
LIBOR swaps (1)	$	1,550,000	$	—	2.7	1.88	%


Total cash flow hedges: Interest rate swaps	$	1,550,000	$	—	2.7	1.88	%

(1) LIBOR swap contracts that remain outstanding at July 2023 will transition to a SOFR-based rate.

(2) All swap contracts entered into after October ~~1st,~~1, 2022 are based on a SOFR-based rate.


		December 31, 2022				September 30, 2022					March 31, 2023				September 30, 2022
		Notional Value		Fair Value		Notional Value		Fair Value			Notional Value		Fair Value		Notional Value		Fair Value
Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments									Derivatives not designated as hedging instruments
Interest rate lock commitments	Interest rate lock commitments									Interest rate lock commitments

Other Liabilities	Other Liabilities	$	4,385	$	(29)	$	9,170	$	(333)	Other Liabilities	$	10,682	$	(23)	$	9,170	$	(333)

Forward Commitments for the sale of mortgage loans	Forward Commitments for the sale of mortgage loans									Forward Commitments for the sale of mortgage loans
Other Assets		4,397		—		—		—

Other Liabilities										Other Liabilities	12,980		(76)		—		—
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments	$	8,782	$	(29)	$	9,170	$	(333)	Total derivatives not designated as hedging instruments	$	23,662	$	(99)	$	9,170	$	(333)

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.


			Three Months Ended							Three Months Ended			Six Months Ended
		Location of Gain or (Loss)	December 31,			Location of Gain or (Loss)				March 31,			March 31,
		Recognized in Income		2022			2021			Recognized in Income	2023		2022		2023		2022
Cash flow hedges	Cash flow hedges								Cash flow hedges
Amount of gain/(loss) recognized	Amount of gain/(loss) recognized	Other comprehensive income		$	9,104		$	15,893	Amount of gain/(loss) recognized	Other comprehensive income	$	(16,814)	$	59,932	$	(7,710)	$	75,825
Amount of gain/(loss) reclassified from AOCI	Amount of gain/(loss) reclassified from AOCI	Interest expense: Borrowed funds		6,624			(10,801)		Amount of gain/(loss) reclassified from AOCI	Interest expense: Borrowed funds	12,551		(8,955)		19,175		(19,756)

Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments								Derivatives not designated as hedging instruments
Interest rate lock commitments	Interest rate lock commitments	Other non-interest income		$	304		$	(278)	Interest rate lock commitments	Other non-interest income	$	6	$	—	$	310	$	(278)
Forward commitments for the sale of mortgage loans	Forward commitments for the sale of mortgage loans	Net gain/(loss) on the sale of loans		—			(22)		Forward commitments for the sale of mortgage loans	Net gain/(loss) on the sale of loans	(76)		22		(76)		—

The Company estimates that ~~$50,035~~$59,297 of the amounts reported in AOCI will be reclassified as a reduction to interest expense during the twelve months ending ~~December~~March 31, ~~2023.~~

~~Table of Contents~~

2024.

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. At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, there was ~~$36,202~~$68,295 and $26,045, respectively, included in other assets related to initial margin requirements held by the central clearing organization. For derivative transactions cleared through certain clearing parties, variation margin payments are recognized as 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.

14. RECENT ACCOUNTING PRONOUNCEMENTS

~~Adopted during the three months ended December 31, 2022~~

In December of 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This ASU deferred the period of time entities can utilize the reference rate reform relief guidance from ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effect of Reference Rate Reform on Financial Reporting to December 31, 2024 instead of the original December 31, 2022. This amendment is a result of the expectation that the London Interbank Offered Rate (LIBOR) will cease to be published as of June 30, 2023. The FASB Board decided that this amendment would be effective for all entities upon issuance of ASU 2022-06. This update did not have a material impact on the Company's consolidated financial condition or results of operation.

Issued but not yet adopted as of March 31, 2023

In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323). The amendments in this update expand the proportional amortization method, by election, to account for all investments made primarily for the purpose of receiving income tax credits or other tax benefits. Previously, this accounting method was only allowed for low-income housing tax credit investments. This update is effective for fiscal years beginning after December ~~31, 2022~~15, 2023, with early adoption permitted in any interim period. The Company plans to adopt this update effective April 1, 2023 and consider the provisions on future tax credit investments, should they occur. This update is not expected to have an immediate impact on our consolidated financial condition or results of operations.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326). The amendments in this ~~Update~~update eliminate the accounting guidance for ~~TDR~~TDRs by creditors in Subtopic 310-40, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when the borrower is experiencing financial difficulty. This will be done by applying the loan refinancing and restructuring guidance to determine whether a modification results in a new loan or a continuation of an existing loan. Additionally, this amendment requires that an entity disclose ~~current-period~~current period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20. This update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact that this accounting guidance may have on its consolidated financial condition or results of operations. The Company plans to adopt this guidance as of October 1, 2023.

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.

3233

~~Table of Contents~~

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 credit losses and charge-offs on loans and off-balance sheet exposures;
●			statements regarding the trends in factors affecting our financial condition and results of operations, including credit 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, including with respect to our ability to charge overdraft fees;
●			inflation and changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments, or our ability to originate loans;
●			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 credit 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;
●			our ability to manage market risk, credit risk, liquidity risk, reputational risk, ~~and~~ regulatory risk and compliance risk;
●			our ability to access cost-effective funding;
●			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;~~
●			~~our ability to retain key employees;~~
●			~~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;~~opportunities;
●			the continuing governmental efforts to restructure the U.S. financial and regulatory system;
●			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, the Federal Reserve System, Fannie Mae, the OCC, FDIC, and others;
●			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,~~including but not limited to trends affecting non-performing assets, charge-offs and provisions for credit ~~losses);~~losses;
●			changes in liquidity, including the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio;
●			the inability of third-party providers to perform their obligations to us;
●			our ability to retain key employees;
●			the effects of global or national war, conflict or acts of terrorism;
●			civil unrest;
●			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; and


●			the impact of wide-spread pandemic, including COVID-19, and related government action, on our business 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.

~~Table of Contents~~

Overview

The business strategy of TFS Financial Corporation ("we," "us," or "our") 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 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 support are located. We intend to continue to adhere to our primary values and to support our customers and the communities in which we 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.

The recent failure of three large domestic banks negatively impacted consumer confidence and increased stress across the banking sector. The unprecedented implications of recent monetary and fiscal policy coupled with geopolitics impacting energy markets and supply-chain constraints from global shutdowns culminated into high levels of inflation. The subsequent restrictive monetary policy approach has resulted in a heightened exposure of certain banking industry practices. Taking all of this into consideration, we remain confident that our business model and strategic approach remain appropriate. Specifically, (1) our capital ratios remain a primary source of financial strength; (2) our core deposits remain stable and the majority of our deposit accounts fall within FDIC insurance limits; (3) we maintain ample access to contingent sources of liquidity; and (4) our risk management practices around an array of financial disciplines are robust and commensurate to an institution of our size and complexity.

Capital ratios remain a source of financial strength for the Company and the Association as all capital ratios, including the Company's Common Equity Tier 1 Capital ratio of 19.93%, exceed the regulatory requirement to be considered "Well Capitalized". Additional details on our capital ratios are reported in the Liquidity and Capital Resources section of this Item 2.

The Company maintains high-quality core deposits characterized by a high level of FDIC insured deposit accounts distributed primarily across our Ohio and Florida branch network in products tailored toward non-transactional savings seeking consumers. As of March 31, 2023, 96.1% of our $8.45 billion retail deposit base resided in accounts structured under the FDIC insured limit of $250,000. The company has the ability to fund 100% of all uninsured deposit balances through sources described later in this Item 2 under the heading Liquidity and Capital Resources. Approximately 95% of core deposits are domiciled in the states of Ohio and Florida where we operate 37 full-service branches.

The Company retains ample and diverse sources of liquidity and funding, beyond deposits. At March 31, 2023, our combined additional borrowing capacity under the Association's blanket pledge arrangements with the FHLB of Cincinnati and the FRB Cleveland along with our ability to purchase Fed Funds through arrangements with other institutions exceeded $4.27 billion. While we also hold marketable securities that could be sold and converted to cash, we do not anticipate the need to sell securities in unrealized loss positions to generate liquidity. Further details about liquidity and funding are described in the section labelled Maintaining Access to Adequate Liquidity and Diverse Funding Sources to Support our Growth of this Item 2.

We operate a multi-disciplined risk management program that emphasizes stress testing and scenario analysis in the realms of interest rate risk, credit risk, market risk and liquidity risk. Key risk indicators are proactively monitored and reported throughout the organization, up to and including the Board of Directors. The program is supported by a multi-line of defense approach in which internal oversight functions of risk management and internal audit grant their fully autonomous opinion of the process with an ability to issue findings for remediation if deemed necessary. The program is also regularly exposed to outside scrutiny in the form of regulatory oversight and our outside audit firm. Management established the risk management framework with an appropriate level of sophistication such that it fully encapsulates all identified areas of risk, in conjunction with a necessary level of governance, to promote the program’s intention of properly identifying and managing our risk profile.

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. In an effort to manage the impact of higher interest rates on our funding costs, we seek to convert our shorter term funding to longer term through interest rate swap contracts, which provides a cost effective way of managing interest rate risk by both extending the duration of our liabilities and lowering funding costs. By replacing short-term FHLB borrowings with hedged FHLB borrowings and swapping three month tenor borrowings to a longer term pay-fixed interest rate swap rate, we can use the proceeds to pay down overnight borrowings. When we hold longer-term, fixed-rate assets, funded by liabilities with 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 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, by opportunistically extending the duration of our funding sources and selectively selling a portion of our long-term, fixed-rate mortgage loans in the secondary market.

Levels of Regulatory Capital

At ~~December~~March 31, ~~2022,~~2023, the Company’s Tier 1 (leverage) capital totaled $1.82 billion, or ~~11.38%~~11.27% of net average assets and ~~20.15%~~19.93% of risk-weighted assets, while the Association’s Tier 1 (leverage) capital totaled ~~$1.59~~$1.60 billion, or ~~9.95%~~9.94% of net average assets and ~~17.61%~~17.57% of risk-weighted assets. Each of these measures is in excess of 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. ~~This quarter~~Beginning this fiscal year, the ~~companies~~Company entered into the final three years of the five-year transitional period, as provided by a final rule, after CECL was adopted in fiscal year 2021. 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 Three Months Ended December 31, 2022				For the Three Months Ended December 31, 2021					For the Six Months Ended March 31, 2023				For the Six Months Ended March 31, 2022
		Amount		Percent		Amount		Percent			Amount		Percent		Amount		Percent
		(Dollars in thousands)									(Dollars in thousands)
First Mortgage Loan Originations:	First Mortgage Loan Originations:									First Mortgage Loan Originations:
ARM (all Smart Rate) production	ARM (all Smart Rate) production	$	162,715	33.5	%	$	211,892	24.2	%	ARM (all Smart Rate) production	$	305,682	37.2	%	$	448,185	25.7	%
Fixed-rate production:	Fixed-rate production:									Fixed-rate production:
Terms less than or equal to 10 years	Terms less than or equal to 10 years	11,499		2.4	%	124,766		14.2	%	Terms less than or equal to 10 years	19,695		2.4		299,689		17.2
Terms greater than 10 years	Terms greater than 10 years	311,255		64.1	%	540,430		61.6	%	Terms greater than 10 years	496,477		60.4		993,272		57.1
Total fixed-rate production	Total fixed-rate production	322,754		66.5	%	665,196		75.8	%	Total fixed-rate production	516,172		62.8		1,292,961		74.3
Total First Mortgage Loan Originations	Total First Mortgage Loan Originations	$	485,469	100.0	%	$	877,088	100.0	%	Total First Mortgage Loan Originations	$	821,854	100.0	%	$	1,741,146	100.0	%


		December 31, 2022				September 30, 2022					March 31, 2023				September 30, 2022
		Amount		Percent		Amount		Percent			Amount		Percent		Amount		Percent
		(Dollars in thousands)									(Dollars in thousands)
Balance of First Mortgage Loans Held For Investment:	Balance of First Mortgage Loans Held For Investment:									Balance of First Mortgage Loans Held For Investment:
ARM (primarily Smart Rate) Loans	ARM (primarily Smart Rate) Loans	$	4,703,176	40.0	%	$	4,668,089	40.3	%	ARM (primarily Smart Rate) Loans	$	4,734,075	40.1	%	$	4,668,089	40.3	%
Fixed-rate Loans:	Fixed-rate Loans:									Fixed-rate Loans:
Terms less than or equal to 10 years	Terms less than or equal to 10 years	1,284,000		11.0	%	1,350,436		11.6	%	Terms less than or equal to 10 years	1,217,909		10.3		1,350,436		11.6
Terms greater than 10 years	Terms greater than 10 years	5,751,968		49.0	%	5,574,589		48.1	%	Terms greater than 10 years	5,850,085		49.6		5,574,589		48.1
Total fixed-rate loans	Total fixed-rate loans	7,035,968		60.0	%	6,925,025		59.7	%	Total fixed-rate loans	7,067,994		59.9		6,925,025		59.7
Total First Mortgage Loans Held For Investment	Total First Mortgage Loans Held For Investment	$	11,739,144	100.0	%	$	11,593,114	100.0	%	Total First Mortgage Loans Held For Investment	$	11,802,069	100.0	%	$	11,593,114	100.0	%

The following table sets forth the balances as of ~~December~~March 31, ~~2022~~2023 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,	During the Fiscal Years Ending September 30,	(In thousands)		During the Fiscal Years Ending September 30,	(In thousands)
2023	2023	$	146,060	2023	$	80,865
2024	2024	388,638		2024	427,707
2025	2025	687,064		2025	669,562
2026	2026	1,502,974		2026	1,492,466
2027	2027	1,737,800		2027	1,706,296
2028	2028	240,640		2028	357,179
Total	Total	$	4,703,176	Total	$	4,734,075

At ~~December~~March 31, ~~2022~~2023 and September 30, 2022, 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 ~~$12.5~~$4.4 million and $9.7 million, respectively.

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Loan Portfolio Yield

The following tables set forth the balance and interest yield as of ~~December~~March 31, ~~2022~~2023 for the portfolio of loans held for investment, by type of loan, structure and geographic location.


		December 31, 2022							March 31, 2023
		Balance		Percent		Yield			Balance		Percent		Yield
		(Dollars in thousands)							(Dollars in thousands)
Total Loans:	Total Loans:							Total Loans:
Fixed Rate	Fixed Rate							Fixed Rate
Terms less than or equal to 10 years	Terms less than or equal to 10 years	$	1,284,000	8.8	%	2.63	%	Terms less than or equal to 10 years	$	1,217,909	8.3	%	2.64	%
Terms greater than 10 years	Terms greater than 10 years	5,751,968		39.5	%	3.57	%	Terms greater than 10 years	5,850,085		40.0		3.62
Total Fixed-Rate loans	Total Fixed-Rate loans	7,035,968		48.3	%	3.40	%	Total Fixed-Rate loans	7,067,994		48.3		3.5

ARMs	ARMs	4,703,176		32.3	%	2.83	%	ARMs	4,734,075		32.4		2.9
Home Equity Loans and Lines of Credit	Home Equity Loans and Lines of Credit	2,699,513		18.6	%	6.48	%	Home Equity Loans and Lines of Credit	2,723,878		18.7		6.9
Construction and Other Loans	Construction and Other Loans	117,296		0.8	%	3.64	%	Construction and Other Loans	92,187		0.6		3.9
Total Loans Receivable	Total Loans Receivable	$	14,555,953	100.0	%	3.79	%	Total Loans Receivable	$	14,618,134	100.0	%	3.93	%


		December 31, 2022					March 31, 2023
		Balance		Percent		Yield			Balance		Percent		Yield
		(Dollars in thousands)					(Dollars in thousands)
Residential Mortgage Loans	Residential Mortgage Loans							Residential Mortgage Loans
Ohio	Ohio	$	6,607,083	45.4	%	3.37	%	Ohio	$	6,641,007	45.4	%	3.42	%
Florida	Florida	2,142,059		14.7	%	3.06	%	Florida	2,142,631		14.7		3.1
Other	Other	2,990,002		20.5	%	2.81	%	Other	3,018,431		20.6		2.9
Total Residential Mortgage Loans	Total Residential Mortgage Loans	11,739,144		80.6	%	3.17	%	Total Residential Mortgage Loans	11,802,069		80.7		3.2
Home Equity Loans and Lines of Credit	Home Equity Loans and Lines of Credit							Home Equity Loans and Lines of Credit
Ohio	Ohio	713,668		5.0	%	6.47	%	Ohio	712,646		4.9		6.9
Florida	Florida	570,863		3.9	%	6.39	%	Florida	585,563		4.0		6.9
California	California	450,964		3.1	%	6.41	%	California	463,110		3.2		6.9
Other	Other	964,018		6.6	%	6.57	%	Other	962,559		6.6		7.1
Total Home Equity Loans and Lines of Credit	Total Home Equity Loans and Lines of Credit	2,699,513		18.6	%	6.48	%	Total Home Equity Loans and Lines of Credit	2,723,878		18.7		6.9
Construction and Other Loans	Construction and Other Loans	117,296		0.8	%	3.64	%	Construction and Other Loans	92,187		0.6		3.9
Total Loans Receivable	Total Loans Receivable	$	14,555,953	100.0	%	3.79	%	Total Loans Receivable	$	14,618,134	100.0	%	3.93	%

Marketing of 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. We plan to enhance our ability to grow the home equity line of credit portfolio by utilizing partners to attract more home equity line of credit customers. At ~~December~~March 31, ~~2022,~~2023, the principal balance of home equity lines of credit totaled ~~$2.42~~$2.43 billion. Our home equity lending is discussed in the Allowance for Credit Losses section of the Lending Activities.

Extending the Duration of Funding Sources

As a complement to our strategies to shorten the duration of our ~~interest earning~~interest-earning assets, as described above, we also seek to lengthen the duration of our ~~interest bearing~~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 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.),

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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. We will continue to evaluate the structure of our funding sources based on current needs.

During the three and six months ended ~~December~~March 31, ~~2022,~~2023, the balance of deposits decreased $11.4 million and increased ~~$93.3~~$81.9 million, respectively, which included a ~~$74.9~~$93.3 million ~~increase~~and $18.4 million decrease in the balance of brokered CDs (which is inclusive of acquisition costs and subsequent amortization). , respectively.

Additionally, ~~during~~for the three months ended ~~December~~March 31, ~~2022,~~2023, we increased total borrowings by $217.7 million, through an $1.08 billion increase in FHLB short-term advances and their related swap contracts, and an $8.3 million increase in accrued interest, partially offset by a $715.0 million decrease in FHLB overnight borrowings, a $150.0 million decrease in federal funds borrowed, and a $0.6 million decrease of ~~Cincinnati advances $194.1~~new two-to-five year FHLB advances.

During the six months ended March 31, 2023, we increased total borrowings by $411.7 million, by adding ~~$350.0~~$1.48 billion in FHLB short-term advances and their related swap contracts, $348.3 million of new two-to-five year FHLB advances and ~~$400.0~~an increase in accrued interest of $13.5 million, ~~in 90 day advances,~~ partially offset by a ~~$485.0~~$1.20 billion decrease in FHLB overnight borrowings and a $225.0 million decrease in ~~overnight borrowings.~~federal funds borrowed. The balance of our advances from the FHLB of Cincinnati at ~~December~~March 31, ~~2022~~2023 consist of both overnight and term ~~advances from the FHLB of Cincinnati;~~advances; as well as 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. Interest rate swaps are discussed later in Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Other Interest Rate Risk Management Tools

We also manage interest rate risk by selectively selling a portion of our long-term, fixed-rate mortgage loans in the secondary market. At ~~December~~March 31, ~~2022,~~2023, we serviced ~~$2.02~~$1.99 billion of loans for others. In deciding whether to sell loans to manage interest rate risk, we also consider the level of gains to be recognized in comparison to the impact to our net interest income. We continue to expand our ability to sell certain fixed rate loans to Fannie Mae in fiscal 2023 and beyond, through the use of more traditional mortgage banking activities, including a proprietary approach to risk-based pricing and loan-level pricing adjustments. This approach will be tested in markets outside of Ohio and Florida, and some additional startup and marketing costs will be incurred, but is not expected to significantly impact our financial results in fiscal 2023. 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 I, Item 2. under the heading Liquidity and Capital Resources, and in Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Notwithstanding our efforts to manage interest rate risk, a rapid and substantial increase in general market interest rates or an extended period of a flat or inverted yield curve market, could adversely impact the level of our net interest income, prospectively and particularly over a multi-year time horizon.

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 losses. At ~~December~~March 31, ~~2022,~~2023, 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. 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. 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.

In an effort to limit our credit risk exposure with the low risk appetite approved by the Board of Directors, the credit eligibility criteria is evaluated to ensure a successful homeowner has the primary source of repayment, followed by a collateral position that allows for a secondary source of repayment, if needed. Products that do not result in an effective mix of repayment ability are not offered. We use stringent, conservative lending standards for underwriting to reduce our credit risk. For first

mortgage loans originated during the current quarter, the average credit score was 774, and the average LTV was ~~72%~~71%. The delinquency level related to loan originations prior to 2009, compared to originations in 2009 and after, reflect the higher credit standards to which we have subjected all new originations. As of ~~December~~March 31, ~~2022,~~2023, loans originated prior to 2009 had a balance of ~~$320.7~~$304.9 million, of which ~~$9.4~~$8.2 million, or ~~2.9%~~2.7%, were delinquent, while loans originated in 2009 and after had a balance of ~~$14.24~~$14.34 billion, of which ~~$16.5~~$15.7 million, or 0.1%, were delinquent.

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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, where a large portion of our historical lending has occurred. At ~~December~~March 31, ~~2022,~~2023, approximately ~~56.4%~~56.3% and 18.2% of the combined total of our residential Core and construction loans held for investment and approximately ~~26.4%~~26.2% and ~~21.1%~~21.5% 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 loans originated in the ~~three~~six months ended ~~December~~March 31, ~~2022, 23.2%~~2023, 24.8% are secured by properties in states other than Ohio or Florida.

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~~March 31, ~~2022,~~2023, 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 ~~9.95%~~9.94%. The Association's Tier 1 (leverage) capital ratio at ~~December~~March 31, ~~2022~~2023 included the negative impact of a $40 million cash dividend payment that the Association made to the Company, its sole shareholder, in December 2022. 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 and brokered checking accounts), borrowings from others, the conversion of assets to cash and the generation of funds through profitable operations. The Company has traditionally relied on retail deposits as its primary means in meeting its funding needs. At ~~December~~March 31, ~~2022,~~2023, deposits totaled ~~$9.01~~$9.00 billion (including ~~$650.1~~$556.8 million of brokered CDs), while borrowings totaled ~~$4.99~~$5.20 billion and borrowers’ advances and servicing escrows totaled ~~$137.6~~$130.1 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.

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~~March 31, ~~2022,~~2023, these collateral pledge support arrangements provided the Association with the ability to borrow a maximum of ~~$8.61~~$8.62 billion from the FHLB of Cincinnati and ~~$156.3~~$146.9 million from the FRB-Cleveland Discount Window. From the perspective of collateral value securing FHLB of Cincinnati advances, our capacity for additional borrowings at ~~December~~March 31, ~~2022~~2023 was ~~$3.78~~$3.44 billion. Third, we have the ability to purchase overnight Fed Funds up to ~~$680~~$690.0 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~~March 31, ~~2022,~~2023, our investment securities portfolio totaled ~~$473.1~~$482.6 million. Finally, cash flows from operating activities have been a regular source of funds. During the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~2021,~~2022, cash flows from operations provided ~~$78.8~~$43.1 million and ~~$7.7~~$40.7 million, respectively.

First mortgage loans (primarily fixed-rate, mortgage refinances with terms of 15 years or more, and Home Ready) originated under 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 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. Refer to the Liquidity and Capital Resources section of the Overview for information on loan sales.

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.

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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 ~~1.34%~~1.36% for the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~1.35%~~1.37% for the ~~three~~six months ended ~~December~~March 31, ~~2021.~~2022. As of ~~December~~March 31, ~~2022,~~2023, our average assets per full-time employee and our average deposits per full-time employee were ~~$15.7~~$15.9 million and $8.8 million, respectively. We believe that each of these measures compares favorably with industry averages. Our relatively high average of deposits (exclusive of brokered CDs) held at our branch offices ($~~226.1~~228.3 million per branch office as of ~~December~~March 31, ~~2022)~~2023) 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.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are defined as those made in accordance with U.S. GAAP that involve significant judgments, estimates and uncertainties, and could potentially give rise to materially different results under different assumptions and conditions. We believe that the most critical accounting policies and estimates upon which our financial condition and results of operations depend, and which involve the most complex subjective decisions or assessments, are those with respect to our allowance for credit losses, income taxes and pension benefits as described in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

Lending Activities

Allowance for Credit Losses

We provide for credit losses based on a life of loan methodology. Accordingly, all credit losses are charged to, and all recoveries are credited to, the related allowance. Additions to the allowance for credit losses are provided by charges to income based on various factors which, in our judgment, deserve current recognition in estimating life of loan credit losses. We regularly review the loan portfolio and off-balance sheet exposures and make provisions (or releases) for losses in order to maintain the allowance for credit losses in accordance with U.S. GAAP. Our allowance for credit losses consists of three components:

(1)individual valuation allowances (IVAs) established for any loans dependent on cash flows, such as performing TDRs;

(2)general valuation allowances (GVAs) for loans, which are comprised of quantitative GVAs, general allowances for credit 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 the estimate of expected credit losses for each loan type; and

(3)GVAs for off-balance sheet credit exposures, which are comprised of expected lifetime losses on unfunded loan commitments to extend credit where the obligations are not unconditionally cancellable.

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;

•management's view of 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 and how it aligns with economic modeling forecasts;

•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;

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•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 and recoveries on individually reviewed loans;

•existence of any concentrations of credit;

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

•limitations within our models to predict life of loan net losses.

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~~March 31, ~~2022,~~2023, the balance of such individual valuation allowances were ~~$10.1~~$9.9 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. The estimated exposure for additional loss related to multiple loan restructurings is included as a component of our qualitative GVA.

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. We have established an allowance for our unfunded commitments on this portfolio, which is recorded in other liabilities. Our home equity loans and lines of credit portfolio continues to comprise a significant portion of our gross charge-offs. At ~~December~~March 31, ~~2022,~~2023, we had an amortized cost of ~~$2.73~~$2.76 billion in home equity loans and home equity lines of credit outstanding, of which ~~$3.0~~$2.9 million, or ~~0.1%~~0.11% were delinquent 90 days or more.

The allowance for credit losses is evaluated based upon the combined total of the quantitative and qualitative GVAs and IVAs. Periodically, the carrying value of loans and factors impacting our credit loss analysis are evaluated 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 table sets forth activity for credit losses segregated by geographic location for the periods indicated. The majority of our Home Today loan portfolio is secured by properties located in Ohio, and therefore was not segregated by state.


		For the Three Months Ended December 31,				For the Three Months Ended March 31,								For the Six Months Ended March 31,
			2022				2021				2023			2022			2023			2022
			(Dollars in thousands)								(Dollars in thousands)
Allowance balance for credit losses on loans (beginning of the period)	Allowance balance for credit losses on loans (beginning of the period)		$	72,895			$	64,289		Allowance balance for credit losses on loans (beginning of the period)	$	74,477		$	63,575		$	72,895		$	64,288
Charge-offs on real estate loans:	Charge-offs on real estate loans:									Charge-offs on real estate loans:
Residential Core	Residential Core									Residential Core
Ohio	Ohio		114				25			Ohio	92			132			206			157

Other	Other		—				1			Other	—			—			—			1
Total Residential Core	Total Residential Core		114				26			Total Residential Core	92			132			206			158

Total Residential Home Today	Total Residential Home Today		173				12			Total Residential Home Today	71			94			243			106
Home equity loans and lines of credit	Home equity loans and lines of credit									Home equity loans and lines of credit
Ohio	Ohio		62				144			Ohio	171			273			234			417
Florida	Florida		32				3			Florida	16			67			48			70
California	California		13				14			California	1			—			14			14
Other	Other		20				76			Other	243			34			263			110
Total Home equity loans and lines of credit	Total Home equity loans and lines of credit		127				237			Total Home equity loans and lines of credit	431			374			559			611

Total charge-offs	Total charge-offs		414				275			Total charge-offs	594			600			1,008			875
Recoveries on real estate loans:	Recoveries on real estate loans:									Recoveries on real estate loans:
Residential Core	Residential Core		314				481			Residential Core	290			1,149			604			1,630
Residential Home Today	Residential Home Today		691				588			Residential Home Today	582			899			1,272			1,487
Home equity loans and lines of credit	Home equity loans and lines of credit		1,080				1,164			Home equity loans and lines of credit	926			1,260			2,007			2,424

Total recoveries	Total recoveries		2,085				2,233			Total recoveries	1,798			3,308			3,883			5,541
Net recoveries	Net recoveries		1,671				1,958			Net recoveries	1,204			2,708			2,875			4,666
Release of allowance for credit losses on loans	Release of allowance for credit losses on loans		(88)				(2,671)			Release of allowance for credit losses on loans	(1,543)			(1,960)			(1,632)			(4,631)
Allowance balance for loans (end of the period)	Allowance balance for loans (end of the period)		$	74,477			$	63,576		Allowance balance for loans (end of the period)	$	74,138		$	64,323		$	74,138		$	64,323

Allowance balance for credit losses on unfunded commitments (beginning of the period)	Allowance balance for credit losses on unfunded commitments (beginning of the period)		$	27,021			$	24,970		Allowance balance for credit losses on unfunded commitments (beginning of the period)	$	26,110		$	25,641		$	27,021		$	24,970

Provision (release) for credit losses on unfunded loan commitments	Provision (release) for credit losses on unfunded loan commitments		(912)				671			Provision (release) for credit losses on unfunded loan commitments	543			960			(369)			1,631
Allowance balance for unfunded loan commitments (end of the period)	Allowance balance for unfunded loan commitments (end of the period)		26,110				25,641			Allowance balance for unfunded loan commitments (end of the period)	26,653			26,601			26,653			26,601
Allowance balance for all credit losses (end of the period)	Allowance balance for all credit losses (end of the period)		$	100,587			$	89,217		Allowance balance for all credit losses (end of the period)	$	100,791		$	90,924		$	100,791		$	90,924
Ratios:	Ratios:									Ratios:

Allowance for credit losses on loans to non-accrual loans at end of the period	Allowance for credit losses on loans to non-accrual loans at end of the period		218.22		%		146.46		%	Allowance for credit losses on loans to non-accrual loans at end of the period	226.75		%	163.78		%	226.75		%	163.78		%
Allowance for credit losses on loans to the total amortized cost in loans at end of the period	Allowance for credit losses on loans to the total amortized cost in loans at end of the period		0.51		%		0.50		%	Allowance for credit losses on loans to the total amortized cost in loans at end of the period	0.51		%	0.49		%	0.51		%	0.49		%

The following table sets forth additional information with respect to net recoveries (charge-offs) by category for the periods indicated.

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		For the Three Months Ended December 31,					For the Three Months Ended March 31,				For the Six Months Ended March 31,
		2022		2021			2023		2022		2023		2022
		(Dollars in thousands)
Net recoveries (charge-off) to average loans outstanding (annualized)
Net recoveries (charge-off) as a percentage of average loans outstanding (annualized)						Net recoveries (charge-off) as a percentage of average loans outstanding (annualized)
Real estate loans:	Real estate loans:					Real estate loans:
Residential Core	Residential Core	0.01	%	0.01	%	Residential Core	0.01	%	0.03	%	0.01	%	0.02	%
Residential Home Today	Residential Home Today	0.01	%	0.02	%	Residential Home Today	0.01		0.02		0.01		0.02
Home Equity loans and lines of credit	Home Equity loans and lines of credit	0.03	%	0.03	%	Home Equity loans and lines of credit	0.01		0.03		0.02		0.03

Total net recoveries (charge-off) to average loans outstanding (annualized)		0.05	%	0.06	%
Total net recoveries (charge-off) as a percentage of average loans outstanding (annualized)						Total net recoveries (charge-off) as a percentage of average loans outstanding (annualized)	0.03	%	0.08	%	0.04	%	0.07	%

Net recoveries continued, totaling ~~$1.7~~$2.9 million during the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 compared to ~~$2.0~~$4.7 million during the ~~three~~six months ended ~~December~~March 31, ~~2021.~~2022. We reported net recoveries in each quarter for the last four years, primarily due to improvements in the values of collateral 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.

Gross charge-offs remained at relatively low levels, during the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and the ~~three~~six months ended ~~December~~March 31, ~~2021.~~2022. Delinquent loans continue to be evaluated for potential losses, and provisions are recorded for the estimate of potential losses of those loans. Subject to changes in the economic environment, we expect a moderate level of charge-offs as delinquent loans are resolved in the future and uncollected balances are charged against the allowance.

During the three months ended ~~December~~March 31, ~~2022,~~2023, the total allowance for credit losses increased ~~$0.7~~$0.2 million, to $100.8 million from $100.6 million ~~from $99.9 million~~ at ~~September 30,~~December 31, 2022, as we recorded a $1.0 million release for the allowance for credit losses and net recoveries of ~~$1.7~~$1.2 million. Refer to the "Activity in the Allowance for Credit Losses" and "Analysis of the Allowance for Credit Losses" tables in Note 4. LOANS AND ALLOWANCES FOR CREDIT LOSSES of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for more information.

Changes during the three months ended ~~December~~March 31, ~~2022~~2023 in the allowance for credit loss balances of loans are described below. The allowance for credit losses on off-balance sheet exposures ~~decreased~~increased by ~~$0.9~~$0.5 million primarily related to a ~~decrease commitments to originate, partially offset by a~~ slight increase in ~~undrawn equity exposures.~~commitments to originate. Other than the less significant construction and other loans segments, the changes related to the significant loan segments are described as follows:

•Residential Core – The amortized cost of this segment increased ~~1.3%~~0.6%, or ~~$148.7~~$65.0 million, and its total allowance ~~increased 1.9%~~decreased 1.3% or ~~$1.0~~$0.7 million as of ~~December~~March 31, ~~2022~~2023 as compared to ~~September 30,~~December 31, 2022. Total delinquencies ~~increased 19.5%~~decreased 11.4% to $14.3 million at March 31, 2023 from $16.1 million at December 31, ~~2022 from $13.5 million at September 30,~~ 2022. Delinquencies greater than 90 days ~~decreased~~increased by ~~18.9%~~7.6% to $8.1 million at March 31, 2023 from $7.5 million at December 31, ~~2022 from $9.3 million at September 30,~~ 2022. Net recoveries were $0.2 million for the quarter ended ~~December~~March 31, ~~2022~~2023 and there were net recoveries of ~~$0.5~~$1.0 million for the quarter ended ~~December~~March 31, ~~2021. With some deterioration~~2022. The decrease in allowance was driven by the ~~economic forecasts and new growth~~lower rate of originations in the portfolio ~~this quarter, the allowance increased.~~and continued performance of aged loans that require less allowance.

•Residential Home Today – The amortized cost of this segment decreased ~~3.5%~~3.2%, or ~~$1.9~~$1.6 million, as we are no longer originating loans under the Home Today program. The expected net recovery position for this segment was $1.2 million at March 31, 2023 and $1.0 million at December 31, ~~2022 and at September 30,~~ 2022. Total delinquencies decreased ~~0.1%~~16.0% to $2.5 million at March 31, 2023 from $3.0 million at December 31, ~~2022 from $3.0 million at September 30,~~ 2022. Delinquencies greater than 90 days ~~increased 36.9%~~decreased 14.9% to $1.0 million from $1.2 million ~~from $0.9 million~~ at ~~September 30,~~December 31, 2022. There were net recoveries of $0.5 million recorded during the current quarter and net recoveries of ~~$0.6~~$0.8 million during the quarter ended ~~December~~March 31, ~~2021.~~2022. Under the CECL methodology, the life of loan concept allows for qualitative adjustments for the expected future recoveries of previously charged-off loans, which is driving the current allowance balance for Home Today loans negative.

•Home Equity Loans and Lines of Credit – The amortized cost of this segment increased ~~2.5%~~0.9%, or ~~$66.3~~$25.1 million, to $2.76 billion at March 31, 2023 from $2.73 billion at December 31, ~~2022 from $2.67 billion at September 30,~~ 2022. The total allowance for this segment increased by ~~2.8%~~3.2% to $21.2 million from $20.6 million ~~from $20.0 million~~ at ~~September 30,~~December 31, 2022. Total delinquencies for this portfolio segment increased ~~42.6%~~6.1% to $7.1 million at March 31, 2023 as compared to $6.7 million at December 31, ~~2022 as compared to $4.7 million at September 30,~~ 2022.

Delinquencies greater than 90 days ~~increased 27.1%~~decreased 1.8% to $2.9 million at March 31, 2023 from $3.0 million at December 31, ~~2022 from $2.3 million at September 30,~~ 2022. Net recoveries for this loan segment during the current quarter were ~~$1.0~~$0.5 million and $0.9 million

~~Table of Contents~~

during the quarter ended ~~December~~March 31, ~~2021.~~2022. The increase in allowance this quarter is primarily due to new portfolio growth, ~~deteriorating~~a slight deterioration in economic forecasts, and ana slight increase in early stage delinquencies.

The following tables set forth the allowance for credit losses allocated by loan category, the percent of allowance in each category to the total allowance on loans, and the percent of loans in each category to total loans at the dates indicated. The allowance for credit 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. This table does not include allowances for credit losses on unfunded loan commitments, which are primarily related to undrawn home equity lines of credit.


		December 31, 2022					March 31, 2023	December 31, 2022
		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:								Real estate loans:
Residential Core	Residential Core	$	54,498	73.2%	80.3%				Residential Core	$	53,772	72.5%	80.4%	$	54,498	73.2%	80.3%
Residential Home Today	Residential Home Today	(985)		(1.3)	0.4				Residential Home Today	(1,212)		(1.6)	0.3	(985)		(1.3)	0.4
Home equity loans and lines of credit	Home equity loans and lines of credit	20,583		27.6	18.5				Home equity loans and lines of credit	21,232		28.6	18.6	20,583		27.6	18.5
Construction	Construction	381		0.5	0.8				Construction	346		0.5	0.7	381		0.5	0.8

Allowance for credit losses on loans	Allowance for credit losses on loans	$	74,477	100.0%	100.0%				Allowance for credit losses on loans	$	74,138	100.0%	100.0%	$	74,477	100.0%	100.0%


		September 30, 2022				December 31, 2021					September 30, 2022				March 31, 2022
		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:									Real estate loans:
Residential Core	Residential Core	$	53,506	73.4%	80.4%	$	44,472	70.0%	80.9%	Residential Core	$	53,506	73.4%	80.4%	$	46,469	72.2%	80.8%
Residential Home Today	Residential Home Today	(997)		(1.4)	0.4	(94)		(0.2)	0.5	Residential Home Today	(997)		(1.4)	0.4	(850)		(1.3)	0.4
Home equity loans and lines of credit	Home equity loans and lines of credit	20,032		27.5	18.4	18,852		29.7	17.9	Home equity loans and lines of credit	20,032		27.5	18.4	18,425		28.7	18.0
Construction	Construction	354		0.5	0.8	346		0.5	0.7	Construction	354		0.5	0.8	280		0.4	0.8

Allowance for credit losses on loans	Allowance for credit losses on loans	$	72,895	100.0%	100.0%	$	63,576	100.0%	99.9%	Allowance for credit losses on loans	$	72,895	100.0%	100.0%	$	64,324	100.0%	100.0%

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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 Home Today 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, 2022				September 30, 2022				December 31, 2021				March 31, 2023						December 31, 2022				September 30, 2022				March 31, 2022
		Amount		Percent		Amount		Percent				Amount			Percent			Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
		(Dollars in thousands)									(Dollars in thousands)
Real estate loans:	Real estate loans:																Real estate loans:
Residential Core	Residential Core																Residential Core
Ohio	Ohio	$	6,557,940			$	6,432,780					$	5,680,033				Ohio	$	6,593,438			$	6,557,940			$	6,432,780			$	5,859,198
Florida	Florida	2,139,870				2,120,892						1,891,467					Florida	2,140,476				2,139,870				2,120,892				1,984,467
Other	Other	2,989,930				2,986,187						2,716,235					Other	3,018,360				2,989,930				2,986,187				2,831,997
Total Residential Core	Total Residential Core	11,687,740		80.3	%	11,539,859		80.4	%			10,287,735			80.9	%	Total Residential Core	11,752,274		80.4	%	11,687,740		80.3	%	11,539,859		80.4	%	10,675,662		80.8	%

Total Residential Home Today	Total Residential Home Today	51,404		0.4		53,255		0.4				60,885			0.5		Total Residential Home Today	49,795		0.3		51,404		0.4		53,255		0.4		58,006		0.4
Home equity loans and lines of credit	Home equity loans and lines of credit																Home equity loans and lines of credit
Ohio	Ohio	713,668				706,641						635,495					Ohio	712,646				713,668				706,641				644,421
Florida	Florida	570,863				537,724						454,210					Florida	585,563				570,863				537,724				473,009
California	California	450,964				432,540						350,758					California	463,110				450,964				432,540				381,565
Other	Other	964,018				956,973						837,298					Other	962,559				964,018				956,973				876,478
Total Home equity loans and lines of credit	Total Home equity loans and lines of credit	2,699,513		18.5		2,633,878		18.4				2,277,761			17.9		Total Home equity loans and lines of credit	2,723,878		18.6		2,699,513		18.5		2,633,878		18.4		2,375,473		18.0
Construction loans	Construction loans																Construction loans
Ohio	Ohio	102,230				111,098						81,505					Ohio	78,460				102,230				111,098				90,888
Florida	Florida	11,585				10,661						7,656					Florida	9,859				11,585				10,661				8,366
Other	Other	—				—						1,535					Other	—				—				—				2,286
Total Construction	Total Construction	113,815		0.8		121,759		0.8				90,696			0.7		Total Construction	88,319		0.7		113,815		0.8		121,759		0.8		101,540		0.8
Other loans	Other loans	3,481		—		3,263		—				2,705			—		Other loans	3,868		—		3,481		—		3,263		—		2,589		—
Total loans receivable	Total loans receivable	14,555,953		100.0	%	14,352,014		100.0	%			12,719,782			100.0	%	Total loans receivable	14,618,134		100.0	%	14,555,953		100.0	%	14,352,014		100.0	%	13,213,270		100.0	%
Deferred loan expenses, net	Deferred loan expenses, net	51,768				50,221						45,954					Deferred loan expenses, net	53,183				51,768				50,221				47,372
Loans in process	Loans in process	(59,749)				(72,273)						(57,120)					Loans in process	(33,856)				(59,749)				(72,273)				(60,343)
Allowance for credit losses on loans	Allowance for credit losses on loans	(74,477)				(72,895)						(63,576)					Allowance for credit losses on loans	(74,138)				(74,477)				(72,895)				(64,324)
Total loans receivable, net	Total loans receivable, net	$	14,473,495			$	14,257,067					$	12,645,040				Total loans receivable, net	$	14,563,323			$	14,473,495			$	14,257,067			$	13,135,975

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The following table provides an analysis of our residential mortgage loans disaggregated by refreshed FICO score, year of origination and portfolio at ~~December~~March 31, ~~2022.~~2023. The Company treats the FICO score information as demonstrating that underwriting guidelines reduce risk rather than as a credit quality indicator utilized in the evaluation of credit risk. Balances are adjusted for deferred loan fees, expenses and any applicable loans-in-process.


														Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term																					Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term
		By fiscal year of origination																					By fiscal year of origination
		2023		2022		2021		2020		2019		Prior						Total							2023		2022		2021		2020		2019		Prior						Total
		(Dollars in thousands)																				(Dollars in thousands)
December 31, 2022
March 31, 2023																								March 31, 2023
Real estate loans:	Real estate loans:																							Real estate loans:
Residential Core	Residential Core																							Residential Core
<680	<680	$	4,416	$	99,371	$	65,622	$	45,926	$	24,890	$	181,165			$	—	$	—	$	421,390					<680	$	17,169	$	115,453	$	69,728	$	46,108	$	27,990	$	178,331	$	—	$	—	$	454,779
680-740	680-740	100,994		552,046		263,213		178,005		79,862		442,414		—		—		1,616,534						680-740	155,132		502,179		277,905		186,179		72,389		430,697		—		—		1,624,481
741+	741+	357,986		2,601,984		1,840,568		1,210,525		501,361		2,970,791		—		—		9,483,215						741+	591,008		2,617,289		1,781,470		1,168,484		492,028		2,856,331		—		—		9,506,610
Unknown (1)	Unknown (1)	—		21,713		35,816		19,845		5,846		103,659		—		—		186,879						Unknown (1)	614		21,573		36,105		20,216		6,708		101,904		—		—		187,120
Total Residential Core	Total Residential Core	463,396		3,275,114		2,205,219		1,454,301		611,959		3,698,029		—		—		11,708,018						Total Residential Core	763,923		3,256,494		2,165,208		1,420,987		599,115		3,567,263		—		—		11,772,990
Residential Home Today (2)	Residential Home Today (2)																							Residential Home Today (2)
<680	<680	—		—		—		—		—		27,584		—		—		27,584						<680	—		—		—		—		—		26,443		—		—		26,443
680-740	680-740	—		—		—		—		—		10,370		—		—		10,370						680-740	—		—		—		—		—		9,898		—		—		9,898
741+	741+	—		—		—		—		—		9,966		—		—		9,966						741+	—		—		—		—		—		10,083		—		—		10,083
Unknown (1)	Unknown (1)	—		—		—		—		—		3,029		—		—		3,029						Unknown (1)	—		—		—		—		—		2,907		—		—		2,907
Total Residential Home Today	Total Residential Home Today	—		—		—		—		—		50,949		—		—		50,949						Total Residential Home Today	—		—		—		—		—		49,331		—		—		49,331
Home equity loans and lines of credit	Home equity loans and lines of credit																							Home equity loans and lines of credit
<680	<680	331		2,237		929		390		560		1,149		88,672		14,344		108,612						<680	1,273		2,495		1,652		344		581		1,246		102,912		14,584		125,087
680-740	680-740	11,939		11,068		4,048		943		1,003		2,774		419,843		20,802		472,420						680-740	20,100		9,674		3,875		740		1,084		2,395		453,659		17,837		509,364
741+	741+	29,135		71,837		23,910		7,408		5,793		12,647		1,926,527		46,647		2,123,904						741+	58,033		68,658		21,927		7,146		5,306		11,453		1,879,834		41,906		2,094,263
Unknown (1)	Unknown (1)	71		209		73		63		58		806		19,129		7,096		27,505						Unknown (1)	139		264		131		79		56		876		20,620		6,617		28,782
Total Home equity loans and lines of credit	Total Home equity loans and lines of credit	41,476		85,351		28,960		8,804		7,414		17,376		2,454,171		88,889		2,732,441						Total Home equity loans and lines of credit	79,545		81,091		27,585		8,309		7,027		15,970		2,457,025		80,944		2,757,496
Construction	Construction																							Construction
<680	<680	—		1,421		—		—		—		—		—		—		1,421						<680	383		1,462		—		—		—		—		—		—		1,845
680-740	680-740	1,697		6,012		—		—		—		—		—		—		7,709						680-740	2,658		6,797		—		—		—		—		—		—		9,455
741+	741+	2,911		37,018		4,024		—		—		—		—		—		43,953						741+	3,721		38,248		507		—		—		—		—		—		42,476

Total Construction	Total Construction	4,608		44,451		4,024		—		—		—		—		—		53,083						Total Construction	6,762		46,507		507		—		—		—		—		—		53,776
Total net real estate loans	Total net real estate loans	$	509,480	$	3,404,916	$	2,238,203	$	1,463,105	$	619,373	$	3,766,354	$	2,454,171	$	88,889	$	14,544,491					Total net real estate loans	$	850,230	$	3,384,092	$	2,193,300	$	1,429,296	$	606,142	$	3,632,564	$	2,457,025	$	80,944	$	14,633,593

(1) Data necessary for stratification is not readily available.	(1) Data necessary for stratification is not readily available.																							(1) Data necessary for stratification is not readily available.
(2) No new originations of Home Today loans since fiscal 2016.	(2) No new originations of Home Today loans since fiscal 2016.																							(2) No new originations of Home Today loans since fiscal 2016.

4547

~~Table of Contents~~

The following table provides an analysis of our residential mortgage loans by origination LTV, origination year and portfolio at ~~December~~March 31, ~~2022.~~2023. LTVs are not updated subsequent to origination except as part of the charge-off process. Balances are adjusted for deferred loan fees, expenses and any applicable loans-in-process.


														Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term																				Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term
		By fiscal year of origination																				By fiscal year of origination
		2023		2022		2021		2020		2019		Prior						Total						2023		2022		2021		2020		2019		Prior						Total
		(Dollars in thousands)																						(Dollars in thousands)
December 31, 2022
March 31, 2023																							March 31, 2023
Real estate loans:	Real estate loans:																						Real estate loans:
Residential Core	Residential Core																						Residential Core
<80%	<80%	$	188,424	$	1,961,299	$	1,529,146	$	785,149	$	280,113	$	2,117,275			$	—	$	—	$	6,861,406				<80%	$	314,852	$	1,948,332	$	1,499,047	$	763,748	$	272,578	$	2,031,758	$	—	$	—	$	6,830,315
80-89.9%	80-89.9%	223,801		1,079,199		626,708		608,719		299,544		1,460,213		—		—		4,298,184					80-89.9%	377,798		1,075,500		617,604		597,225		294,998		1,417,775		—		—		4,380,900
90-100%	90-100%	42,088		220,081		47,993		60,230		32,039		118,138		—		—		520,569					90-100%	62,232		218,432		47,454		59,813		31,278		115,350		—		—		534,559
>100%	>100%	—		—		—		—		—		767		—		—		767					>100%	—		—		—						757		—		—		757
Unknown (1)	Unknown (1)	9,083		14,535		1,372		203		263		1,636		—		—		27,092					Unknown (1)	9,041		14,230		1,103		201		261		1,623		—		—		26,459
Total Residential Core	Total Residential Core	463,396		3,275,114		2,205,219		1,454,301		611,959		3,698,029		—		—		11,708,018					Total Residential Core	763,923		3,256,494		2,165,208		1,420,987		599,115		3,567,263		—		—		11,772,990
Residential Home Today (2)	Residential Home Today (2)																						Residential Home Today (2)
<80%	<80%	—		—		—		—		—		10,259		—		—		10,259					<80%	—		—		—		—		—		9,883		—		—		9,883
80-89.9%	80-89.9%	—		—		—		—		—		16,388		—		—		16,388					80-89.9%	—		—		—		—		—		15,865		—		—		15,865
90-100%	90-100%	—		—		—		—		—		24,302		—		—		24,302					90-100%	—		—		—		—		—		23,583		—		—		23,583

Total Residential Home Today	Total Residential Home Today	—		—		—		—		—		50,949		—		—		50,949					Total Residential Home Today	—		—		—		—		—		49,331		—		—		49,331
Home equity loans and lines of credit	Home equity loans and lines of credit																						Home equity loans and lines of credit
<80%	<80%	40,425		82,088		28,140		8,764		7,090		13,464		2,281,019		58,310		2,519,300					<80%	76,687		78,312		26,784		8,270		6,713		12,225		2,285,766		53,566		2,548,323
80-89.9%	80-89.9%	751		3,229		820		40		270		1,535		172,023		27,831		206,499					80-89.9%	2,858		2,746		801		39		260		1,484		169,951		24,986		203,125
90-100%	90-100%	—		—		—		—		—		896		489		331		1,716					90-100%	—				—		—				867		581		268		1,716
>100%	>100%	—		34		—		—		54		1,474		415		418		2,395					>100%	—		33		—		—		54		1,388		507		385		2,367
Unknown (1)	Unknown (1)	300		—		—		—		—		7		225		1,999		2,531					Unknown (1)	—		—		—		—		—		6		220		1,739		1,965
Total Home equity loans and lines of credit	Total Home equity loans and lines of credit	41,476		85,351		28,960		8,804		7,414		17,376		2,454,171		88,889		2,732,441					Total Home equity loans and lines of credit	79,545		81,091		27,585		8,309		7,027		15,970		2,457,025		80,944		2,757,496
Construction	Construction																						Construction
<80%	<80%	3,086		14,484		3,033		—		—		—		—		—		20,603					<80%	4,379		23,026		507		—		—		—		—		—		27,912
80-89.9%	80-89.9%	1,522		29,967		991		—		—		—		—		—		32,480					80-89.9%	2,383		23,481				—		—		—		—		—		25,864

Total Construction	Total Construction	4,608		44,451		4,024		—		—		—		—		—		53,083					Total Construction	6,762		46,507		507		—		—		—		—		—		53,776
Total net real estate loans	Total net real estate loans	$	509,480	$	3,404,916	$	2,238,203	$	1,463,105	$	619,373	$	3,766,354	$	2,454,171	$	88,889	$	14,544,491				Total net real estate loans	$	850,230	$	3,384,092	$	2,193,300	$	1,429,296	$	606,142	$	3,632,564	$	2,457,025	$	80,944	$	14,633,593

(1) Market data necessary for stratification is not readily available.	(1) Market data necessary for stratification is not readily available.																						(1) Market data necessary for stratification is not readily available.
(2) No new originations of Home Today loans since fiscal 2016.	(2) No new originations of Home Today loans since fiscal 2016.																						(2) No new originations of Home Today loans since fiscal 2016.

At ~~December~~March 31, ~~2022,~~2023, the unpaid principal balance of the home equity loans and lines of credit portfolio consisted of ~~$276.6~~$298.7 million in home equity loans (including ~~$89.1~~$81.1 million of home equity lines of credit, which are in repayment and no longer eligible to be drawn upon, and ~~$5.2~~$8.9 million in bridge loans) and ~~$2.42~~$2.43 billion in home equity lines of credit.

4648

~~Table of Contents~~

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 home equity loans, home equity lines of credit and bridge loans as of ~~December~~March 31, ~~2022.~~2023. 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)											Home equity lines of credit in draw period (by state)
Ohio	Ohio	$	2,042,155	$	619,449	0.03	%	60	%	43	%	Ohio	$	2,071,199	$	610,991	0.07	%	60	%	44	%
Florida	Florida	1,200,378		493,714		0.03	%	55	%	40	%	Florida	1,248,429		503,835		0.03		55		40
California	California	1,046,911		397,684		0.02	%	60	%	49	%	California	1,086,260		404,212		0.04		60		51
Other (1)	Other (1)	2,361,745		912,077		0.08	%	63	%	49	%	Other (1)	2,429,951		906,184		0.10		63		50
Total home equity lines of credit in draw period	Total home equity lines of credit in draw period	6,651,189		2,422,924		0.05	%	60	%	45	%	Total home equity lines of credit in draw period	6,835,839		2,425,222		0.07		60		46
Home equity lines in repayment, home equity loans and bridge loans	Home equity lines in repayment, home equity loans and bridge loans	276,589		276,589		0.67	%	59	%	38	%	Home equity lines in repayment, home equity loans and bridge loans	298,656		298,656		0.44		58		40
Total	Total	$	6,927,778	$	2,699,513	0.11	%	60	%	45	%	Total	$	7,134,495	$	2,723,878	0.11	%	60	%	46	%

_________________

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

(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~~March 31, ~~2022.~~2023. 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~~March 31, ~~2022, 35.7%~~2023, 34.4% of the home equity lending portfolio was either in a first lien position ~~(19.4%~~(18.5%), in a subordinate (second) lien position behind a first lien that we held ~~(13.7%~~(13.3%) or behind a first lien that was held by a loan that we originated, sold and now serviced for others (2.6%). At ~~December~~March 31, ~~2022, 13.7%~~2023, 12.8% of the home equity line of credit portfolio in the draw period were making only the minimum payment on the outstanding line balance. Minimum payments include both a principal and interest component.

4749

~~Table of Contents~~

The following table sets forth by calendar year of origination the credit exposure, principal balance, percent delinquent 90 days or more, the mean CLTV percent at the time of origination and the estimated current mean CLTV percent of our home equity loans, home equity lines of credit and bridge loan portfolio as of ~~December~~March 31, ~~2022.~~2023. 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	Home equity lines of credit in draw period											Home equity lines of credit in draw period
2014 and Prior		$	66,819	$	13,271	—	%	58	%	29	%
2015 and Prior												2015 and Prior	$	160,181	$	33,640	—	%	57	%	30	%

2015		96,218		22,607		—	%	57	%	30	%
2016	2016	251,805		72,031		—	%	59	%	33	%	2016	246,164		66,829		—		59		33
2017	2017	522,704		171,704		0.16	%	58	%	34	%	2017	511,223		159,528		0.14		58		35
2018	2018	652,914		245,844		0.20	%	58	%	37	%	2018	639,698		228,542		0.08		58		37
2019	2019	866,849		369,624		0.05	%	61	%	41	%	2019	849,799		346,805		0.15		61		42
2020	2020	806,237		288,943		0.05	%	58	%	41	%	2020	787,477		266,447		0.18		58		41
2021	2021	1,590,622		627,388		—	%	62	%	51	%	2021	1,557,916		589,180		—		62		52
2022	2022	1,797,021		611,512		—	%	61	%	59	%	2022	1,771,110		641,431		0.03		61		59
2023												2023	312,271		92,820		—		59		58
Total home equity lines of credit in draw period	Total home equity lines of credit in draw period	6,651,189		2,422,924		0.05	%	60	%	45	%	Total home equity lines of credit in draw period	6,835,839		2,425,222		0.07		60		46
Home equity lines in repayment, home equity loans and bridge loans	Home equity lines in repayment, home equity loans and bridge loans	276,589		276,589		0.67	%	59	%	38	%	Home equity lines in repayment, home equity loans and bridge loans	298,656		298,656		0.44		58		40
Total	Total	$	6,927,778	$	2,699,513	0.11	%	60	%	45	%	Total	$	7,134,495	$	2,723,878	0.11	%	60	%	46	%

________________

(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 ~~December~~March 31, ~~2022.~~2023. 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.

The following table sets forth, by fiscal year of the draw period expiration, the principal balance of home equity lines of credit in the draw period as of ~~December~~March 31, ~~2022,~~2023, segregated by the estimated current combined LTV range. Home equity lines of credit with an end of draw date in the current fiscal year include accounts with draw privileges that have been temporarily suspended.


		Estimated Current CLTV Category													Estimated Current CLTV Category
Home equity lines of credit in draw period (by end of draw fiscal year):	Home equity lines of credit in draw period (by end of draw fiscal year):	< 80%		80 - 89.9%		90 - 100%		>100%		Unknown (1)		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)
2023	2023	$	49,327	$	128	$	—	$	—	$	—	$	49,455	2023	$	50,147	$	479	$	—	$	6	$	—	$	50,632
2024	2024	9,112		18		—		—		—		9,130		2024	9,304		69		—		—		5		9,378
2025	2025	22,576		—		—		—		12		22,588		2025	21,185		—		—		—		12		21,197
2026	2026	38,485		—		—		—		—		38,485		2026	35,764		—		—		—		—		35,764
2027	2027	144,341		—		—		—		121		144,462		2027	133,961		—		—		—		121		134,082
2028	2028	237,452		—		—		—		—		237,452		2028	218,259		—		—		—		—		218,259
Post 2028	Post 2028	1,910,916		8,943		19		113		1,361		1,921,352		Post 2028	1,911,245		41,972		5		113		2,575		1,955,910
Total	Total	$	2,412,209	$	9,089	$	19	$	113	$	1,494	$	2,422,924	Total	$	2,379,865	$	42,520	$	5	$	119	$	2,713	$	2,425,222

_________________

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

4850

~~Table of Contents~~

Delinquent Loans

The following tables set forth the amortized cost in loan delinquencies by type, segregated by geographic location and duration of delinquency as of the dates indicated. The majority of our Home Today loan portfolio is secured by properties located in Ohio and there are no other loans with delinquent balances. There were no delinquencies in the construction loan portfolio for the dates presented.


		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, 2022
March 31, 2023								March 31, 2023
Real estate loans:	Real estate loans:							Real estate loans:
Residential Core	Residential Core							Residential Core
Ohio	Ohio	$	3,353	$	3,798	$	7,151	Ohio	$	3,571	$	3,031	$	6,602
Florida	Florida	4,297		727		5,024		Florida	2,213		2,749		4,962
Other	Other	950		3,000		3,950		Other	402		2,320		2,722
Total Residential Core	Total Residential Core	8,600		7,525		16,125		Total Residential Core	6,186		8,100		14,286

Residential Home Today	Residential Home Today	1,790		1,179		2,969		Residential Home Today	1,492		1,003		2,495
Home equity loans and lines of credit	Home equity loans and lines of credit							Home equity loans and lines of credit
Ohio	Ohio	943		698		1,641		Ohio	761		707		1,468
Florida	Florida	796		844		1,640		Florida	1,107		581		1,688
California	California	1,052		589		1,641		California	1,044		646		1,690
Other	Other	984		820		1,804		Other	1,324		964		2,288
Total Home equity loans and lines of credit	Total Home equity loans and lines of credit	3,775		2,951		6,726		Total Home equity loans and lines of credit	4,236		2,898		7,134

Total	Total	$	14,165	$	11,655	$	25,820	Total	$	11,914	$	12,001	$	23,915

Loans Delinquent for
30-89 Days 90 Days or More Total
(Dollars in thousands)
September 30, 2022
Real estate loans:
Residential Core
Ohio $ 2,862 $ 4,332 $ 7,194
Florida 1,009 1,066 2,075
Other 345 3,883 4,228
Total Residential Core 4,216 9,281 13,497
Residential Home Today 2,111 861 2,972
Home equity loans and lines of credit
Ohio 630 679 1,309
Florida 438 694 1,132
California 427 444 871
Other 900 504 1,404
Total Home equity loans and lines of credit 2,395 2,321 4,716
Total $ 8,722 $ 12,463 $ 21,185


	Loans Delinquent for
	30-89 Days		90 Days or More		Total
	(Dollars in thousands)
December 31, 2022
Real estate loans:
Residential Core
Ohio	$	3,353	$	3,798	$	7,151
Florida	4,297		727		5,024
Other	950		3,000		3,950
Total Residential Core	8,600		7,525		16,125




Residential Home Today	1,790		1,179		2,969
Home equity loans and lines of credit
Ohio	943		698		1,641
Florida	796		844		1,640
California	1,052		589		1,641
Other	984		820		1,804
Total Home equity loans and lines of credit	3,775		2,951		6,726


Total	$	14,165	$	11,655	$	25,820

4951

~~Table of Contents~~



	Loans Delinquent for
	30-89 Days		90 Days or More		Total
	(Dollars in thousands)
September 30, 2022
Real estate loans:
Residential Core
Ohio	$	2,862	$	4,332	$	7,194
Florida	1,009		1,066		2,075
Other	345		3,883		4,228
Total Residential Core	4,216		9,281		13,497
Residential Home Today	2,111		861		2,972
Home equity loans and lines of credit
Ohio	630		679		1,309
Florida	438		694		1,132
California	427		444		871
Other	900		504		1,404
Total Home equity loans and lines of credit	2,395		2,321		4,716


Total	$	8,722	$	12,463	$	21,185


		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, 2021
March 31, 2022								March 31, 2022
Real estate loans:	Real estate loans:							Real estate loans:
Residential Core	Residential Core							Residential Core
Ohio	Ohio	$	1,790	$	7,609	$	9,399	Ohio	$	4,427	$	4,879	$	9,306
Florida	Florida	1,263		1,002		2,265		Florida	1,108		894		2,002
Other	Other	954		3,399		4,353		Other	712		3,068		3,780
Total Residential Core	Total Residential Core	4,007		12,010		16,017		Total Residential Core	6,247		8,841		15,088

Residential Home Today	Residential Home Today	1,866		2,351		4,217		Residential Home Today	1,279		2,128		3,407
Home equity loans and lines of credit	Home equity loans and lines of credit							Home equity loans and lines of credit
Ohio	Ohio	679		1,157		1,836		Ohio	721		771		1,492
Florida	Florida	543		544		1,087		Florida	242		768		1,010
California	California	95		658		753		California	407		425		832
Other	Other	550		561		1,111		Other	365		680		1,045
Total Home equity loans and lines of credit	Total Home equity loans and lines of credit	1,867		2,920		4,787		Total Home equity loans and lines of credit	1,735		2,644		4,379

Total	Total	$	7,740	$	17,281	$	25,021	Total	$	9,261	$	13,613	$	22,874

Total loans seriously delinquent (i.e. delinquent 90 days or more) were 0.08% of total net loans at March 31, 2023 and December 31, 2022, 0.09% at September 30, 2022 , and ~~0.14%~~0.10% at ~~December~~March 31, ~~2021.~~2022. Total loans delinquent (i.e. delinquent 30 days or more) were ~~0.18%~~0.16% of total net loans at March 31, 2023, 0.18% at December 31, 2022, 0.15% at September 30, 2022 and ~~0.20%~~0.17% at ~~December~~March 31, ~~2021.~~2022.

Although delinquencies remain at or near historic lows, recent economic trends and rising interest rates have led to increased early stage delinquencies in the residential core and home equity loans and lines of credit portfolios. The result of Hurricane Ian on borrowers in Florida is a contributing factor to the increase in the residential core portfolio. Through disaster forbearance plans, we expect the early stage delinquency trend will be resolved by borrowers paying in full, extending their term, or through another loan restructuring. Recent increases in interest rates have led to increased delinquencies in the home equity loans and lines of credit portfolio. Interest rates on home equity lines of credit are tied to the prime rate of interest which has increased in recent months, resulting in higher and less affordable monthly payments for some borrowers.

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Non-Performing Assets and Troubled Debt Restructurings

The following table sets forth the amortized costs and categories of our non-performing assets and TDRs as of the dates indicated. There were no construction loans reported as non-accrual for the dates presented.


		December 31, 2022			September 30, 2022			December 31, 2021				March 31, 2023			December 31, 2022			September 30, 2022			March 31, 2022
		(Dollars in thousands)								(Dollars in thousands)
Non-accrual loans:	Non-accrual loans:										Non-accrual loans:
Real estate loans:	Real estate loans:										Real estate loans:
Residential Core	Residential Core	$	21,058		$	22,644		$	26,348		Residential Core	$	20,351		$	21,058		$	22,644		$	23,109
Residential Home Today	Residential Home Today	5,783			6,037			8,049			Residential Home Today	5,461			5,783			6,037			7,661
Home equity loans and lines of credit	Home equity loans and lines of credit	7,289			6,925			9,010			Home equity loans and lines of credit	6,884			7,289			6,925			8,504

Total non-accrual loans (1)(2)	Total non-accrual loans (1)(2)	34,130			35,606			43,407			Total non-accrual loans (1)(2)	32,696			34,130			35,606			39,274
Real estate owned	Real estate owned	1,378			1,191			131			Real estate owned	1,165			1,378			1,191			131

Total non-performing assets	Total non-performing assets	$	35,508		$	36,797		$	43,538		Total non-performing assets	$	33,861		$	35,508		$	36,797		$	39,405
Ratios:	Ratios:										Ratios:
Total non-accrual loans to total loans	Total non-accrual loans to total loans	0.23		%	0.25		%	0.34		%	Total non-accrual loans to total loans	0.22		%	0.23		%	0.25		%	0.30		%
Total non-accrual loans to total assets	Total non-accrual loans to total assets	0.21		%	0.23		%	0.31		%	Total non-accrual loans to total assets	0.20		%	0.21		%	0.23		%	0.27		%
Total non-performing assets to total assets	Total non-performing assets to total assets	0.22		%	0.23		%	0.31		%	Total non-performing assets to total assets	0.21		%	0.22		%	0.23		%	0.27		%
TDRs: (not included in non-accrual loans above)	TDRs: (not included in non-accrual loans above)										TDRs: (not included in non-accrual loans above)
Real estate loans:	Real estate loans:										Real estate loans:
Residential Core	Residential Core	$	43,001		$	43,101		$	45,493		Residential Core	$	43,192		$	43,001		$	43,101		$	45,151
Residential Home Today	Residential Home Today	18,080			18,380			20,079			Residential Home Today	17,672			18,080			18,380			19,473
Home equity loans and lines of credit	Home equity loans and lines of credit	21,785			22,060			24,243			Home equity loans and lines of credit	20,914			21,785			22,060			23,184

Total	Total	$	82,866		$	83,541		$	89,815		Total	$	81,778		$	82,866		$	83,541		$	87,808

_________________

(1)At March 31, 2023, December 31, 2022, September 30, 2022, and ~~December~~March 31, ~~2021,~~2022, the totals include $19.7 million, $21.3 million, $21.9 million and ~~$24.2~~$24.1 million, respectively, in TDRs that 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 or forbearance plan prior to restructuring, because of a prior partial charge-off or because all borrowers have filed Chapter 7 bankruptcy and have not been reaffirmed or dismissed.

(2)At March 31, 2023, December 31, 2022, September 30, 2022, and ~~December~~March 31, ~~2021,~~2022, the totals include $3.4 million, $3.7 million, $3.6 million and ~~$7.1~~$5.6 million in TDRs that are 90 days or more past due, respectively.

Non-accrual loans continue to decline primarily due to a decrease in the population of TDRs, in general, and those moved to accruing after a sufficient period of demonstrated payment performance and, to a lesser extent, a decrease in loans 90 days or more past due. Since many of the accounts exiting the non-accrual population are TDRs paying as agreed or paid in full and closed, we do not expect any material impact to interest income or the allowance once the non-accrual population stabilizes.

The amortized cost of collateral-dependent 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 based on collateral until, at a minimum, contractual payments are less than 30 days past due. Also, the amortized cost of non-accrual loans includes loans that are not included in the amortized cost of collateral-dependent loans because they are included in loans collectively evaluated for credit losses.

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The table below sets forth a reconciliation of the amortized costs and categories between non-accrual loans and collateral-dependent loans at the dates indicated. The decrease in other accruing collateral-dependent loans at ~~December~~March 31, ~~2022~~2023 from ~~December~~March 31, ~~2021~~2022 was primarily related to forbearance plans that had been extended past 12 months that are now performing with no charge-off and are no longer collateral-dependent.


		December 31, 2022		September 30, 2022			December 31, 2021			March 31, 2023		December 31, 2022		September 30, 2022		March 31, 2022
		(Dollars in thousands)				(Dollars in thousands)
Non-Accrual Loans	Non-Accrual Loans	$	34,130	$	35,606		43,407		Non-Accrual Loans	$	32,696	$	34,130	$	35,606	$	39,274
Accruing Collateral-Dependent TDRs	Accruing Collateral-Dependent TDRs	7,134		7,279			8,628		Accruing Collateral-Dependent TDRs	6,317		7,134		7,279		8,653
Other Accruing Collateral-Dependent Loans	Other Accruing Collateral-Dependent Loans	6,478		6,426			32,269		Other Accruing Collateral-Dependent Loans	5,529		6,478		6,426		27,208
Less: Loans Collectively Evaluated	Less: Loans Collectively Evaluated	(2,286)		(2,190)			(4,099)		Less: Loans Collectively Evaluated	(4,228)		(2,286)		(2,190)		(3,335)
Total Collateral-Dependent loans	Total Collateral-Dependent loans	$	45,456	$	47,121		$	80,205	Total Collateral-Dependent loans	$	40,314	$	45,456	$	47,121	$	71,800

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 to preserve 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 the original agreement; ~~principal forgiveness;~~ capitalization of delinquent payments in special situations; or some combination of the aforementioned. Loans discharged through Chapter 7 bankruptcy are also reported as TDRs per OCC interpretive guidance. For discussion on TDR measurement, see Note 4. LOANS AND ALLOWANCES FOR CREDIT LOSSES of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. We had ~~$107.9~~$104.8 million of TDRs (accrual and non-accrual) recorded at ~~December~~March 31, ~~2022.~~2023. This was a decrease in the amortized cost of TDRs of ~~$1.1~~$3.1 million, $4.2 million, and ~~$13.2~~$12.7 million from December 31, 2022, September 30, 2022 and ~~December~~March 31, ~~2021,~~2022, respectively.

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The following table sets forth the amortized cost in accrual and non-accrual TDRs, by the types of concessions granted, as of ~~December~~March 31, ~~2022.~~2023. 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			Initial Restructurings		Multiple Restructurings		Bankruptcy		Total
		(In thousands)									(In thousands)
Accrual	Accrual									Accrual
Residential Core	Residential Core	$	26,770	$	11,756	$	4,475	$	43,001	Residential Core	$	27,216	$	11,671	$	4,305	$	43,192
Residential Home Today	Residential Home Today	9,329		7,896		855		18,080		Residential Home Today	9,098		7,738		836		17,672
Home equity loans and lines of credit	Home equity loans and lines of credit	20,508		897		380		21,785		Home equity loans and lines of credit	19,626		943		345		20,914

Total	Total	$	56,607	$	20,549	$	5,710	$	82,866	Total	$	55,940	$	20,352	$	5,486	$	81,778
Non-Accrual, Performing	Non-Accrual, Performing									Non-Accrual, Performing
Residential Core	Residential Core	$	2,652	$	4,831	$	5,521	$	13,004	Residential Core	$	2,112	$	4,704	$	5,188	$	12,004
Residential Home Today	Residential Home Today	437		2,894		1,016		4,347		Residential Home Today	414		2,826		953		4,193
Home equity loans and lines of credit	Home equity loans and lines of credit	1,576		1,578		782		3,936		Home equity loans and lines of credit	1,436		1,308		718		3,462

Total	Total	$	4,665	$	9,303	$	7,319	$	21,287	Total	$	3,962	$	8,838	$	6,859	$	19,659
Non-Accrual, Non-Performing	Non-Accrual, Non-Performing									Non-Accrual, Non-Performing
Residential Core	Residential Core	$	735	$	798	$	877	$	2,410	Residential Core	$	388	$	935	$	396	$	1,719
Residential Home Today	Residential Home Today	294		387		13		694		Residential Home Today	386		227		39		652
Home equity loans and lines of credit	Home equity loans and lines of credit	406		201		—		607		Home equity loans and lines of credit	653		348		—		1,001

Total	Total	$	1,435	$	1,386	$	890	$	3,711	Total	$	1,427	$	1,510	$	435	$	3,372
Total TDRs	Total TDRs									Total TDRs
Residential Core	Residential Core	$	30,157	$	17,385	$	10,873	$	58,415	Residential Core	$	29,716	$	17,310	$	9,889	$	56,915
Residential Home Today	Residential Home Today	10,060		11,177		1,884		23,121		Residential Home Today	9,898		10,791		1,828		22,517
Home equity loans and lines of credit	Home equity loans and lines of credit	22,490		2,676		1,162		26,328		Home equity loans and lines of credit	21,715		2,599		1,063		25,377

Total	Total	$	62,707	$	31,238	$	13,919	$	107,864	Total	$	61,329	$	30,700	$	12,780	$	104,809

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 or in a forbearance plan at the time of restructuring, continues to not accrue interest, and is performing according to the terms of the restructuring; but it 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.

Comparison of Financial Condition at ~~December~~March 31, ~~2022~~2023 and September 30, 2022

Total assets increased ~~$339.1~~$471.8 million, or ~~2.1%~~3%, to ~~$16.13~~$16.26 billion at ~~December~~March 31, ~~2022~~2023 from $15.79 billion at September 30, 2022. This increase was mainly the result of new loan origination levels exceeding the total of loan sales and principal repayments.

Cash and cash equivalents increased ~~$74.0~~$51.5 million, or ~~20%~~14%, to ~~$443.6~~$421.1 million at ~~December~~March 31, ~~2022~~2023 from $369.6 million at September 30, 2022. Cash is managed to maintain the level of liquidity described later in the Liquidity and Capital Resources section. This increase is the result of net cash inflows from successful deposit gathering that is retained for subsequent investment in loan products and investment securities.

Investment securities, all of which are classified as available for sale, increased ~~$15.2~~$24.7 million to ~~$473.1~~$482.6 million at ~~December~~March 31, ~~2022~~2023 from $457.9 million at September 30, 2022. Investment securities increased as ~~$40.3~~$63.7 million in purchases exceeded the combined effect of ~~$22.0~~$40.9 million in principal repayments, a $2.7 million ~~increase~~decrease in unrealized losses and ~~$0.4~~$0.8 million of premium amortization that occurred in the mortgage-backed securities portfolio during the ~~three~~six months ended ~~December~~March 31, ~~2022.~~2023. There were no sales of investment securities during the ~~three~~six months ended ~~December~~March 31, ~~2022.~~2023.

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Loans held for investment, net of deferred loan fees and allowance for credit losses, increased ~~$216.4~~$306.3 million, or ~~1.5%~~2%, to ~~$14.47~~$14.56 billion at ~~December~~March 31, ~~2022~~2023 from $14.26 billion at September 30, ~~2022.~~2022, as new originations and additional draws on existing accounts exceeded loan sales and repayments. This increase ~~was based on~~included a ~~combination of a $146.0~~$209.0 million, or ~~1.3%~~2%, increase in residential mortgage loans to ~~$11.74~~$11.80 billion at ~~December~~March 31, ~~2022~~2023 from $11.59 billion at September 30, 2022. In addition, there was a ~~$65.6~~$90.0 million increase in the balance of home equity loans and lines of credit during the ~~three~~six months ended ~~December~~March 31, ~~2022, as new originations and additional draws on existing accounts exceeded loan sales and repayments.~~2023. During the ~~three~~six months ended ~~December~~March 31, ~~2022, $162.7~~2023, $305.7 million of three- and five-year “Smart Rate” loans were originated while ~~$322.8~~$516.2 million of 10-, 15-, and 30-year fixed-rate first mortgage loans were originated. Between September 30, 2022 and ~~December~~March 31, ~~2022,~~2023, the total fixed-rate portion of the first mortgage loan portfolio increased $111.0 million and was comprised of an increase of $177.4 million in the balance of fixed-rate loans with original terms greater than 10 years, as well as a decrease of $66.4 million in the balance of fixed-rate loans with original terms of 10 years or less.$143.0 million. During the ~~three~~six months ended ~~December~~March 31, ~~2022, $19.2~~2023, $34.6 million of first mortgage loans were sold or committed to sell ~~which consisted of $4.5 million of agency-compliant Home Ready loans and $14.7 million of long-term, fixed-rate, agency-compliant, non-Home Ready first mortgage loans sold~~ to Fannie Mae.

Commitments originated for home equity loans and lines of credit, and bridge loans were ~~$362.6~~$720.0 million for the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 compared to ~~$499.7 million~~$1.08 billion for the ~~three~~six months months ended ~~December~~March 31, ~~2021.~~2022. At ~~December~~March 31, ~~2022,~~2023, pending commitments to originate new home equity lines of credit were ~~$62.5~~$109.6 million and equity loans and bridge loans were ~~$50.2~~$61.0 million. Refer to the Controlling Our Interest Rate Risk Exposure section of the Overview for additional information.

The allowance for credit losses was ~~$100.6~~$100.8 million, or 0.69% of total loans receivable, at ~~December~~March 31, ~~2022,~~2023, including a ~~$26.1~~$26.7 million liability for unfunded commitments. The allowance for credit losses was $99.9 million, or 0.70% of total loans receivable, at September 30, 2022, including a $27.0 million liability for unfunded commitments. During the three months ended December 31, 2022, a $1.0 million release to the allowance for credit losses was recognized. As a result of loan recoveries exceeding charge-offs, the Company recorded $1.7 million of net loan recoveries for the three months ended December 31, 2022, compared to $2.0 million of net loan recoveries for the three months ended December 31, 2021. Actual loan charge-offs and delinquencies remained low at December 31, 2022. Refer to Note 4. LOANS AND ALLOWANCES FOR CREDIT LOSSES of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for additional discussion.

The amount of FHLB stock owned increased ~~$10.1~~$20.6 million or ~~4.8%~~10% to ~~$222.4~~$232.9 million at ~~December~~March 31, ~~2022~~2023 from $212.3 million at September 30, 2022. FHLB stock ownership requirements dictate the amount of stock owned at any given time.

Total bank owned life insurance contracts increased ~~$2.2~~$4.3 million, to ~~$306.2~~$308.3 million at ~~December~~March 31, ~~2022,~~2023, from $304.0 million at September 30, 2022, primarily due to changes in cash surrender value.

Other assets, including prepaid expenses, increased ~~$12.4~~$63.9 million to ~~$107.8~~$159.3 million at ~~December~~March 31, ~~2022~~2023 from $95.4 million at September 30, 2022. The increase included a ~~$13.1~~$48.0 million increase in the margin requirement on active swap contracts, ~~a $3.7~~an $11.5 million increase in interest receivable from swaps, a $5.4 million increase in deferred taxes and a $0.9 million increase in prepaid taxes, offset by a ~~$2.9~~$2.1 million decrease in the receivable due from the ~~ESOP and a $1.2 million decrease in prepaid taxes.~~ESOP.

Deposits increased ~~$93.3~~$81.9 million, or ~~1.0%~~1%, to ~~$9.01~~$9.00 billion at ~~December~~March 31, ~~2022~~2023 from $8.92 billion at September 30, 2022. The increase in deposits resulted primarily from a ~~$301.8~~$206.9 million increase in CDs, inclusive of brokered CDs, as the current market rates have increased customers' desires to maintain longer-term CDs, ~~offset by~~ a ~~$62.7~~$70.1 million ~~decrease~~increase in savings accounts, a ~~$118.2~~$3.3 million increase in accrued interest, offset by a $108.6 million decrease in money market accounts, and a ~~$28.7~~$89.8 million decrease in checking accounts. The balance of brokered CDs included in total deposits at ~~December~~March 31, ~~2022 increased~~2023 decreased by ~~$74.9~~$18.4 million to ~~$650.1~~$556.8 million, during the ~~three~~six months ended ~~December~~March 31, ~~2022,~~2023, compared to a balance of $575.2 million at September 30, 2022. Based on FDIC insurance limits by ownership structure, the total uninsured deposits was $332.8 million and $366.7 million at March 31, 2023 and September 30, 2022, respectively.

Borrowed funds increased ~~$194.1~~$411.7 million, or ~~4.0%~~9%, to ~~$4.99~~$5.20 billion at ~~December~~March 31, ~~2022~~2023 from $4.79 billion at September 30, 2022. The increase was primarily used to fund loan growth. The total balance of borrowed funds at ~~September 30, 2022, mainly~~March 31, 2023, all from the FHLB, included ~~$1.29 billion~~$575.0 million of overnight advances, $1.59 billion of term advances with a weighted average maturity of approximately ~~2.8~~2.5 years ~~$1.95~~and $3.02 billion of short-term advances, aligned with interest rate swap contracts, with a remaining weighted average effective maturity of approximately ~~3.5 years, and $150.0 million in fed fund purchases.~~3.9 years. Interest rate swaps have been used to extend the duration of short-term borrowings, 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 I, Item 3. Quantitative and Qualitative Disclosures About Market Risk for additional discussion regarding short-term borrowings and interest-rate swaps.

Borrowers' advances for insurance and taxes decreased by ~~$8.2~~$14.4 million to ~~$109.1~~$102.9 million at ~~December~~March 31, ~~2022~~2023 from $117.3 million at September 30, 2022. This change primarily reflects the cyclical nature of real estate tax payments that have been collected from borrowers and are in the process of being remitted to various taxing agencies.

~~Table of Contents~~

Accrued expenses and other liabilities increased by ~~$56.1~~$5.2 million to ~~$140.2~~$89.3 million at ~~December~~March 31, ~~2022~~2023 from $84.1 million at September 30, 2022. The increase is primarily due to ~~a $44.3~~increases in accrued interest and margin requirements on interest rate swap contracts of $6.6 million ~~increase~~and $3.8 million, respectively. In addition, decreases in athe federal tax liability and the real estate tax liability, ~~which~~that is is driven by the timing of ~~the payment.~~payments, of $3.2 million and $1.3 million, respectively, also affected accrued expenses.

Total shareholders’ equity ~~increased $5.3~~decreased $9.9 million, or ~~less than 1%~~0.54%, to ~~$1.85~~$1.83 billion at ~~December~~March 31, ~~2022~~2023 from $1.84 billion at September 30, 2022. Activity reflects ~~$22.2~~$38.1 million of net income in the current year reduced by ~~quarterly~~ dividends of ~~$14.5~~$29.1 million, and ~~$4.3~~$5.0 million of repurchases of outstanding common stock. Other changes include ~~$0.1~~$18.4 million of negative change in accumulated other comprehensive income, primarily related to changes in market values due to fluctuations in market interest rates and maturities of swap contracts, and a ~~$2.0~~$4.5 million net positive impact related to activity in the Company's stock compensation and employee stock ownership plans. During the three months ended ~~December~~March 31, ~~2022,~~2023, a total of ~~315,000~~46,869 shares of our common stock were repurchased at an average cost of ~~$13.70~~$14.61 per share. The Company's eighth stock repurchase program allows for a total of 10,000,000 shares to be repurchased, with ~~5,238,820~~5,191,951 shares remaining to be repurchased at ~~December~~March 31, ~~2022.~~2023. As a result of a mutual member vote, Third Federal Savings and Loan Association of Cleveland, MHC (the "MHC"), the mutual holding company that owns approximately ~~81%~~81.0% of the outstanding stock of the Company, was able to waive its receipt of its share of the dividend paid. Refer to Part II, 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.

5557

~~Table of Contents~~

Comparison of Operating Results for the Three Months Ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022

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									Three Months Ended								Three Months Ended
		December 31, 2022								December 31, 2021									March 31, 2023								March 31, 2022
		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 assets:
Interest-earning cash equivalents	Interest-earning cash equivalents	$	354,214		$	3,249		3.67	%	$	494,186		$	190		0.15	%	Interest-earning cash equivalents	$	350,437		$	3,947		4.51	%	$	337,915		$	161		0.19	%
Investment securities	Investment securities	3,618			11			1.22	%	2,932			9			1.23	%	Investment securities	3,649			11			1.21		4,044			11			1.23
Mortgage-backed securities	Mortgage-backed securities	463,964			3,051			2.63	%	421,358			951			0.90	%	Mortgage-backed securities	475,902			3,444			2.89		432,012			1,344			1.24
Loans (2)	Loans (2)	14,396,685			129,665			3.60	%	12,582,758			90,119			2.86	%	Loans (2)	14,517,771			136,835			3.77		12,845,756			91,125			2.84
Federal Home Loan Bank stock	Federal Home Loan Bank stock	219,282			2,994			5.46	%	162,783			821			2.02	%	Federal Home Loan Bank stock	230,496			3,315			5.75		162,783			820			2.01
Total interest-earning assets	Total interest-earning assets	15,437,763			138,970			3.60	%	13,664,017			92,090			2.70	%	Total interest-earning assets	15,578,255			147,552			3.79	%	13,782,510			93,461			2.71	%
Noninterest-earning assets	Noninterest-earning assets	485,380								512,102								Noninterest-earning assets	527,935								475,938
Total assets	Total assets	$	15,923,143							$	14,176,119							Total assets	$	16,106,190							$	14,258,448
Interest-bearing liabilities:	Interest-bearing liabilities:																	Interest-bearing liabilities:
Checking accounts	Checking accounts	$	1,184,896		2,410			0.81	%	$	1,151,600		265			0.09	%	Checking accounts	$	1,128,560		2,229			0.79	%	$	1,292,977		293			0.09	%
Savings accounts	Savings accounts	1,766,354			3,707			0.84	%	1,835,361			557			0.12	%	Savings accounts	1,668,115			5,028			1.21		1,869,103			485			0.10
Certificates of deposit	Certificates of deposit	5,972,924			23,738			1.59	%	5,944,470			18,429			1.24	%	Certificates of deposit	6,110,460			32,619			2.14		5,788,249			16,118			1.11
Borrowed funds	Borrowed funds	4,873,145			33,958			2.79	%	3,175,158			14,995			1.89	%	Borrowed funds	5,112,767			38,408			3.00		3,282,890			13,824			1.68
Total interest-bearing liabilities	Total interest-bearing liabilities	13,797,319			63,813			1.85	%	12,106,589			34,246			1.13	%	Total interest-bearing liabilities	14,019,902			78,284			2.23	%	12,233,219			30,720			1.00	%
Noninterest-bearing liabilities	Noninterest-bearing liabilities	257,353								312,104								Noninterest-bearing liabilities	209,161								238,884
Total liabilities	Total liabilities	14,054,672								12,418,693								Total liabilities	14,229,063								12,472,103
Shareholders’ equity	Shareholders’ equity	1,868,471								1,757,426								Shareholders’ equity	1,877,127								1,786,345
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	15,923,143							$	14,176,119							Total liabilities and shareholders’ equity	$	16,106,190							$	14,258,448
Net interest income	Net interest income				$	75,157							$	57,844				Net interest income				$	69,268							$	62,741
Interest rate spread (1)(3)	Interest rate spread (1)(3)							1.75	%							1.57	%	Interest rate spread (1)(3)							1.56	%							1.71	%
Net interest-earning assets (4)	Net interest-earning assets (4)	$	1,640,444							$	1,557,428							Net interest-earning assets (4)	$	1,558,353							$	1,549,291
Net interest margin (1)(5)	Net interest margin (1)(5)				1.95		%						1.69		%			Net interest margin (1)(5)				1.78		%						1.82		%
Average interest-earning assets to average interest-bearing liabilities	Average interest-earning assets to average interest-bearing liabilities	111.89		%						112.86		%						Average interest-earning assets to average interest-bearing liabilities	111.12		%						112.66		%
Selected performance ratios:	Selected performance ratios:																	Selected performance ratios:
Return on average assets (1)	Return on average assets (1)				0.56		%						0.46		%			Return on average assets (1)				0.40		%						0.44		%
Return on average equity (1)	Return on average equity (1)				4.75		%						3.67		%			Return on average equity (1)				3.39		%						3.55		%
Average equity to average assets	Average equity to average assets				11.73		%						12.40		%			Average equity to average assets				11.65		%						12.53		%

_________________

(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.

5658

~~Table of Contents~~

General. Net income increased ~~$6.1~~$0.1 million, or ~~38%~~1%, to ~~$22.2~~$15.9 million for the quarter ended ~~December~~March 31, ~~2022~~2023 from ~~$16.1~~$15.8 million for the quarter ended ~~December~~March 31, ~~2021.~~2022. The increase in net income was attributable primarily to an increase in net interest income, partially offset by an increase in non-interest expense.

Interest and Dividend Income. Interest and dividend income increased ~~$46.9~~$54.1 million, or ~~51%~~58%, to ~~$139.0~~$147.6 million during the current quarter compared to ~~$92.1~~$93.5 million during the same quarter in the prior year. The increase in interest and dividend income was primarily the result of an increase in interest income on loans, as well as increases to income earned on mortgage-backed securities, FHLB stock, and other interest-bearing cash equivalents.

Interest income on loans increased ~~$39.6~~$45.7 million, or ~~44%~~50%, to ~~$129.7~~$136.8 million during the current quarter compared to ~~$90.1~~$91.1 million during the same quarter in the prior year. This change was attributed to a ~~14%~~13%, or ~~$1.81~~$1.67 billion, increase in the average balance of loans to ~~$14.40~~$14.52 billion for the quarter ended ~~December~~March 31, ~~2022~~2023 compared to ~~$12.58~~$12.85 billion during the same quarter last year as new loan production exceeded principal repayments and loan sales during the current quarter.

Interest Expense. Interest expense increased ~~$29.6~~$47.6 million, or ~~86%~~155%, to ~~$63.8~~$78.3 million during the current quarter compared to ~~$34.2~~$30.7 million during the quarter ended ~~December~~March 31, ~~2021.~~2022. The increase resulted from higher ~~yields~~costs on certificates of deposits and borrowed funds.

Interest expense on CDs increased ~~$5.3~~$16.5 million, or ~~29%~~102%, to ~~$23.7~~$32.6 million during the current quarter compared to ~~$18.4~~$16.1 million during the quarter ended ~~December~~March 31, ~~2021.~~2022. The increase was attributed to a 35103 basis point increase in the average rate paid on CDs to ~~1.59%~~2.14% for the current quarter from ~~1.24%~~1.11% for the same quarter last year. Additionally, there was a ~~$28.4~~$322.3 million, or ~~0.5%~~5.6%, increase in the average balance of CDs to ~~$5.97~~$6.11 billion during the current quarter from ~~$5.94~~$5.79 billion during the same quarter of the prior year. Interest rates were ~~adjusted~~increased on deposits in response to ~~changes~~increases in market interest rates, as well as the higher rates paid by our competition.

Interest expense on borrowed funds increased ~~$19.0~~$24.6 million, or ~~127%~~178%, to ~~$34.0~~$38.4 million during the current quarter compared to ~~$15.0~~$13.8 million during the quarter ended ~~December~~March 31, ~~2021.~~2022. This increase was mainly attributed to a 90132 basis point increase in the average rate paid on these funds, to ~~2.79%~~3.00% for the current quarter from ~~1.89%~~1.68% for the same quarter last year. In addition, the average balance of borrowed funds increased ~~$1.70~~$1.83 billion, or ~~53%~~56%, to ~~$4.87~~$5.11 billion during the current quarter from an average balance of ~~$3.18~~$3.28 billion during the same quarter of the prior year. Refer to the Extending the Duration of Funding Sources section of the Overview and Comparison of Financial Condition for further discussion.

Net Interest Income. Net interest income increased ~~$17.4~~$6.6 million to ~~$75.2~~$69.3 million during the current quarter when compared to ~~$57.8~~$62.7 million for the three months ended ~~December~~March 31, ~~2021.~~2022. Both the average balance and the yield of ~~interest earning~~interest-earning assets increased when compared to the same period last year, which was in addition to an increase in the cost of interest-bearing liabilities when compared to the same period last year. Average ~~interest earning~~interest-earning assets during the current quarter increased ~~$1.77~~$1.80 billion, or 13%, when compared to the quarter ended ~~December~~March 31, ~~2021.~~2022. The increase in average interest-earning assets was attributed primarily to an increase in the average balances of loans. In addition to the increase in average ~~interest earning~~interest-earning assets, the yield on those assets increased 90108 basis point to ~~3.60%~~3.79% from ~~2.70%~~2.71%, as a result of market interest rate increases. The interest rate spread ~~increased 18~~decreased 15 basis points to ~~1.75%~~1.56% compared to ~~1.57%~~1.71% during the same quarter last year. The net interest margin ~~increased 26~~decreased four basis points to ~~1.95%~~1.78% in the current quarter compared to ~~1.69%~~1.82% for the same quarter last year.

Provision (Release) for Credit Losses. We recorded a release of the allowance for credit losses on loans and off-balance sheet exposures of $1.0 million during the quarter ended ~~December~~March 31, ~~2022,~~2023, compared to a ~~$2.0~~$1.0 million release of allowance for credit losses during the quarter ended ~~December~~March 31, ~~2021.~~2022. As delinquencies in the portfolio have been resolved through pay-offs, 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 credit losses previously provided. Recoveries of amounts charged against the allowance for credit losses occur when collateral values increase and homes are sold or when borrowers repay the amounts previously charged-off. In the current quarter, we recorded net recoveries of ~~$1.7~~$1.2 million compared to net recoveries of ~~$2.0~~$2.7 million in the quarter ended ~~December~~March 31, ~~2021.~~2022. Credit loss provisions (releases) are recorded with the objective of aligning our allowance for credit loss balances with our current estimates of loss in the portfolio. The allowance for credit losses on loans was ~~$74.5~~$74.1 million, or 0.51% of total amortized cost in loans receivable, at ~~December~~March 31, ~~2022,~~2023, compared to ~~$63.6~~$64.3 million or ~~0.50%~~0.49% of total amortized cost in loans receivable at ~~December~~March 31, ~~2021.~~2022. The total allowance for credit losses was ~~$100.6~~$100.8 million at ~~December~~March 31, ~~2022,~~2023, compared to ~~$89.2~~$90.9 million at ~~December~~March 31, ~~2021.~~2022. Under the CECL methodology, the allowance for ~~credits~~credit losses at ~~December~~March 31, ~~2022~~2023 included a ~~$26.1~~$26.7 million liability for unfunded commitments compared to ~~$25.6~~$26.6 million at ~~December~~March 31, ~~2021.~~2022. Refer to the Lending Activities section of Item 2. and Note 4. LOANS AND ALLOWANCES FOR CREDIT LOSSES of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for further discussion.

~~Table of Contents~~

Non-Interest Income. Non-interest income decreased ~~$3.0~~$0.3 million, or ~~37%~~5%, to ~~$5.2~~$5.3 million during the current quarter compared to ~~$8.2~~$5.6 million during the quarter ended ~~December~~March 31, ~~2021~~2022 mainly as a result of a decrease of $1.1 million in ~~the net gain on sale of loans.~~loan fees

and service charges. Activity from the sale of loans ~~decreased $2.2~~increased $0.5 million ~~to a negligible gain~~ for the current quarter compared to a ~~$2.2~~$0.1 million gain for the same quarter in the prior ~~year. Further, $19.2~~year, related to $15.4 million of loan sales during the current quarter compared to ~~$102.0 million of~~no loan sales during the quarter ended ~~December~~March 31, ~~2021. Loan sale gains have decreased from~~2022. Also, the prior year, as the rise in longer term market interest rates has impacted our interest rate risk management decision on whether to sell future loans or hold them in portfolio to improve net interest income. The cash surrender value and death benefits from bank owned life insurance decreased ~~$0.7~~$0.1 million to $2.1 million during the quarter ended March 31, 2023 from $2.2 million during the quarter ended ~~December~~March 31, ~~2022 from $2.9 million during the quarter ended December 31, 2021.~~2022.

Non-Interest Expense. Non-interest expense increased ~~$5.5~~$5.6 million, or ~~12%~~11%, to ~~$53.2~~$55.6 million during the current quarter compared to ~~$47.7~~$50.0 million during the quarter ended ~~December~~March 31, ~~2021.~~2022. The increase primarily consisted of a ~~$1.9~~$3.5 million increase in salaries and employee benefits, related to higher wage and health insurance costs, and a ~~$2.1 million~~$1.2 increase in ~~marketing expenses.~~federal insurance premiums. FDIC premiums increased due to retail deposit growth and a two basis point increase in the assessment rate that went into effect on January 1, 2023.

Income Tax Expense. The provision for income taxes increased ~~$1.7~~$0.6 million to ~~$5.9~~$4.1 million during the current quarter compared to ~~$4.2~~$3.5 million during the quarter ended ~~December~~March 31, ~~2021~~2022 reflecting the higher level of pre-tax income during the more recent period. The provision for the current quarter included ~~$5.3~~$3.7 million of federal income tax provision and ~~$0.6~~$0.4 million of state income tax expense. The provision for the quarter ended ~~December~~March 31, ~~2021~~2022 included ~~$3.7~~$3.4 million of federal income tax provision and $0.1 million of state income tax expense. Our effective federal tax rate was 19.3% during the current quarter and 17.9% during the quarter ended March 31, 2022.

Comparison of Operating Results for the Six Months Ended March 31, 2023 and 2022


	Six Months Ended								Six Months Ended
	March 31, 2023								March 31, 2022
	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	$	352,325		$	7,196		4.08	%	$	416,050		$	351		0.17	%
Investment securities	3,634			22			1.21		3,488			20			1.15
Mortgage-backed securities	469,933			6,495			2.76		426,685			2,295			1.08
Loans (2)	14,457,228			266,500			3.69		12,714,257			181,244			2.85
Federal Home Loan Bank stock	224,889			6,309			5.61		162,783			1,641			2.02
Total interest-earning assets	15,508,009			286,522			3.70	%	13,723,263			185,551			2.70	%
Noninterest-earning assets	506,658								494,020
Total assets	$	16,014,667							$	14,217,283
Interest-bearing liabilities:
Checking accounts	$	1,156,728		4,639			0.80	%	$	1,222,288		558			0.09	%
Savings accounts	1,717,235			8,735			1.02		1,852,232			1,042			0.11
Certificates of deposit	6,041,692			56,357			1.87		5,866,360			34,547			1.18
Borrowed funds	4,992,956			72,366			2.90		3,229,024			28,819			1.78
Total interest-bearing liabilities	13,908,611			142,097			2.04	%	12,169,904			64,966			1.07	%
Noninterest-bearing liabilities	233,257								275,494
Total liabilities	14,141,868								12,445,398
Shareholders’ equity	1,872,799								1,771,885
Total liabilities and shareholders’ equity	$	16,014,667							$	14,217,283
Net interest income				$	144,425							$	120,585
Interest rate spread (1)(3)							1.66	%							1.63	%
Net interest-earning assets (4)	$	1,599,398							$	1,553,359
Net interest margin (1)(5)				1.86		%						1.76		%
Average interest-earning assets to average interest-bearing liabilities	111.50		%						112.76		%
Selected performance ratios:
Return on average assets (1)				0.48		%						0.45		%
Return on average equity (1)				4.07		%						3.61		%
Average equity to average assets				11.69		%						12.46		%

_________________

(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.

General. Net income increased $6.1 million to $38.1 million for the six months ended March 31, 2023 compared to $32.0 million for the six months ended March 31, 2022. The increase in net income was primarily driven by an increase in net interest income, partially offset by an increase in non-interest expense.

Interest and Dividend Income. Interest and dividend income increased $100.9 million, or 54%, to $286.5 million during the six months ended March 31, 2023 compared to $185.6 million during the same six months in the prior year. The increase in interest and dividend income resulted mainly from an increase in interest income on loans and mortgage-backed securities, and increases in income earned on FHLB stock and other interest-bearing cash equivalents.

Interest income on loans increased $85.3 million, or 47%, to $266.5 million for the six months ended March 31, 2023 compared to $181.2 million for the six months ended March 31, 2022. This increase was attributed mainly to an 84 basis point increase in the average yield on loans to 3.69% for the six months ended March 31, 2023 from 2.85% for the same six months in the prior fiscal year. Adding to the increase was a $1.74 billion increase in the average balance of loans to $14.46 billion for the current six months compared to $12.71 billion for the prior fiscal year period as new loan production exceeded repayments and loan sales during the current fiscal year.

Interest Expense. Interest expense increased $77.1 million, or 119%, to $142.1 million during the current six months compared to $65.0 million during the six months ended March 31, 2022. This increase mainly resulted from an increase in yields and average volume of borrowed funds.

Interest expense on CDs increased $21.9 million, or 63%, to $56.4 million during the six months ended March 31, 2023 compared to $34.5 million during the six months ended March 31, 2022. The increase was attributed primarily to a 69 basis point increase in the average rate we paid on CDs to 1.87% during the current six months from 1.18% during the same six months last fiscal year. In addition, there was a $175.3 million, or 3%, increase in the average balance of CDs to $6.04 billion from $5.87 billion during the same six months of the prior fiscal year. Interest expense on savings accounts increased $7.7 million to $8.7 million during the six months ended March 31, 2023, compared to interest expense of $1.0 million for the six-month period ended March 31, 2023. Interest expense on checking accounts increased $4.0 million to $4.6 million during the six months ended March 31, 2023, compared to interest expense of $0.6 million for the six-month period ended March 31, 2022. Rates were increased for deposits in response to increases in market interest rates, as well as increases in the rates paid by our competitors.

Interest expense on borrowed funds, as impacted by related interest rate swap contracts, increased $43.6 million, or 151%, to $72.4 million during the six months ended March 31, 2023 from $28.8 million during the six months ended March 31, 2022. The increase was primarily the result of higher average interest rates for the six months ended March 31, 2023. There was a 112 basis point increase in the average rate paid for these funds to 2.90% from 1.78% for the six months ended March 31, 2023 and March 31, 2022, respectively. The average balance of borrowed funds increased $1.76 billion, or 55%, to $4.99 billion during the current six months from $3.23 billion during the same six 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.

Net Interest Income. Net interest income increased $23.8 million, or 20%, to $144.4 million during the six months ended March 31, 2023 from $120.6 million during the six months ended March 31, 2022. The net increase consisted of a $100.9 million increase in interest income and a $77.1 million increase in interest expense.

Average interest-earning assets increased during the current six months by $1.78 billion, or 13%, to $15.51 billion when compared to the six months ended March 31, 2022. The increase in average assets was attributed primarily to a $1.74 billion increase in the average balance of our loans and a $62.1 million increase in FHLB stock, partially offset by a $63.8 million decrease in cash and cash equivalents. The yield on average interest-earning assets increased 100 basis points to 3.70% for the six months ended March 31, 2023 from 2.70% for the six months ended March 31, 2022. Average interest-bearing liabilities increased $1.74 billion to $13.91 billion for the six months ended March 31, 2023 compared to $12.17 billion for the six months ended March 31, 2022. Average interest-bearing liabilities experienced a 97 basis point increase in cost as our interest rate spread increased three basis points to 1.66% compared to 1.63% during the same six months last fiscal year. The net interest margin was 1.86% for the current six months and 1.76% for the same six months in the prior fiscal year period.

Provision (Release) for Credit Losses. We recorded a release of the allowance for credit losses on loans and off-balance sheet exposures of $2.0 million during the six months ended March 31, 2023 compared to a $3.0 million release of allowance for credit losses for the six months ended March 31, 2022. In the current six months, we recorded net recoveries of $2.9 million, as compared to net recoveries of $4.7 million for the six months ended March 31, 2022. Credit loss provisions (releases) are recorded with the objective of aligning our allowance for credit loss balances with our current estimates of loss in the portfolio. The allowance for credit losses on loans was $74.1 million, or 0.51% of total amortized cost in loans receivable, at March 31, 2023, compared to $64.3 million or 0.49% of total amortized cost in loans receivable at March 31, 2022. The total allowance

for credit losses was $100.8 million at March 31, 2023, compared to $90.9 million at March 31, 2022. Under the CECL methodology, the allowance for credit losses at March 31, 2023 included a $26.7 million liability for unfunded commitments compared to $26.6 million at March 31, 2022, primarily related to undrawn home equity lines of credit commitments. 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 credit losses previously provided. Refer to the Lending Activities section of the Overview and Note 4. LOANS AND ALLOWANCES FOR CREDIT LOSSES of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for further discussion.

Non-Interest Income. Non-interest income decreased $3.2 million, or 23%, to $10.5 million during the six months ended March 31, 2023 compared to $13.7 million during the six months ended March 31, 2022. The decrease in non-interest income was primarily due to a $1.7 million decrease in the net gain on sale of loans, a $1.1 million decrease in loan fees and service charges, as well as a $0.7 million decrease in income from bank owned life insurance contracts during the most recent six months. The decrease in net gain on the sale of loans was generally attributable to both lower volumes of sales as well as less favorable market pricing on loan delivery contracts settled during the current period. There were loan sales of $34.6 million during the six months ended March 31, 2023, compared to loan sales of $101.7 million during the six months ended March 31, 2022.

Non-Interest Expense. Non-interest expense increased $11.2 million, or 11%, to $108.8 million during the six months ended March 31, 2023 compared to $97.6 million during the six months ended March 31, 2022. This increase was primarily driven by a $5.4 million increase in salaries and employee benefits, a $2.2 million increase in marketing expenses due to the timing of marketing efforts, a $1.9 million increase in federal insurance premiums and a $1.4 million increase in other operating expenses.

Income Tax Expense. The provision for income taxes increased $2.3 million to $10.0 million during the six months ended March 31, 2023 from $7.7 million for the six months ended March 31, 2022 reflecting the higher level of pre-tax income during the more recent period. The provision for the current six months included $9.0 million of federal income tax provision and $1.1 million of state income tax provision. The provision for the six months ended March 31, 2022 included $7.2 million of federal income tax provision and $0.5 million of state income tax ~~release.~~provision. Our effective federal tax rate was ~~19.3%~~19.0% during the ~~current quarter~~six months ended March 31, 2023 and ~~18.7%~~18.3% during the ~~quarter~~six months ended ~~December~~March 31, ~~2021.~~2022.

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 CD 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.

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/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~~March 31, ~~2022,~~2023, our liquidity ratio averaged ~~5.51%~~5.57%. We believe that we had sufficient sources of liquidity to satisfy our short- and long-term liquidity needs as of ~~December~~March 31, ~~2022.~~2023.

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, scheduled liability maturities 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~~March 31, ~~2022,~~2023, cash and cash equivalents totaled ~~$443.6~~$421.1 million, which represented an increase of ~~20%~~14% from $369.6 million at September 30, 2022.

Investment securities classified as available-for-sale, which provide additional sources of liquidity, totaled ~~$473.1~~$482.6 million at ~~December~~March 31, ~~2022.~~2023.

During the ~~three-month~~six-month period ended ~~December~~March 31, ~~2022,~~2023, loan sales, including commitments to sell, totaled ~~$19.2~~$34.6 million, which included sales to Fannie Mae, consisting of ~~$14.7~~$27.6 million of long-term, fixed-rate, agency-compliant, non-Home Ready first mortgage loans and ~~$4.5~~$6.9 million of loans that qualified under Fannie Mae's Home Ready initiative. At ~~December~~March 31, ~~2022, $12.5~~2023, $4.4 million of long-term, fixed-rate residential first mortgage loans are classified as “held for sale".

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Our cash flows are derived from operating activities, investing activities and financing activities as reported in our CONSOLIDATED STATEMENTS OF CASH FLOWS.

At ~~December~~March 31, ~~2022,~~2023, we had ~~$330.9~~$349.9 million in outstanding commitments to originate loans. In addition to commitments to originate loans, we had ~~$4.23~~$4.41 billion in unfunded home equity lines of credit to borrowers. CDs due within one year of ~~December~~March 31, ~~2022~~2023 totaled ~~$3.23~~$2.95 billion, or ~~35.8%~~32.7% 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~~March 31, ~~2023.~~2024. 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 cost of insuring deposits is likely to increase due to special assessments related to losses incurred by the FDIC's Deposit Insurance Fund under the systemic risk exception recently exercised by the FDIC to protect the uninsured depositors of two recently failed domestic banks. By law, the FDIC is required to recover such losses by special assessment on member banks, but has not yet announced the amount or timeline of any special assessments.

Our primary investing activities are originating residential mortgage loans, home equity loans and lines of credit and purchasing investments. During the ~~three~~six months ended ~~December~~March 31, ~~2022,~~2023, we originated ~~$485.5~~$821.9 million of residential mortgage loans, and ~~$112.8~~$720.0 million of commitments for home equity loans and lines of credit, while during the ~~three~~six months ended ~~December~~March 31, ~~2021,~~2022, we originated ~~$877.1 million~~$1.74 billion of residential mortgage loans and ~~$499.7 million~~$1.08 billion of commitments for home equity loans and lines of credit. We purchased ~~$40.3~~$63.7 million of securities during the ~~three~~six months ended ~~December~~March 31, ~~2022,~~2023, and ~~$65.3~~$145.5 million during the ~~three~~six months ended ~~December~~March 31, ~~2021.~~2022. Also during the three months ended ~~December~~March 31, ~~2022,~~2023, we purchased ~~$35.3~~$35.5 million of long-term, fixed-rate first mortgage loans.

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 ~~$92.0~~$78.2 million during the ~~three~~six months ended ~~December~~March 31, ~~2022,~~2023, which reflected the active management of the offered rates on maturing CDs, compared to a net ~~decrease~~increase of ~~$60.0~~$15.5 million during the ~~three~~six months ended ~~December~~March 31, ~~2021.~~2022. 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~~six months ended ~~December~~March 31, ~~2022,~~2023, there was a ~~$74.9~~$18.4 million ~~increase~~decrease in the balance of brokered CDs (exclusive of acquisition costs and subsequent amortization), which had a balance of ~~$650.1~~$556.8 million at ~~December~~March 31, ~~2022.~~2023. At ~~December~~March 31, ~~2021~~2022 the balance of brokered CDs was ~~$496.9~~$453.9 million. Principal and interest owed on loans serviced for others experienced a net decrease of ~~$1.4~~$2.7 million to ~~$28.5~~$27.2 million during the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 compared to a net decrease of ~~$5.8~~$8.4 million to ~~$35.7~~$33.0 million during the ~~three~~six months ended ~~December~~March 31, ~~2021.~~2022. During the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 we increased our ~~advances from the FHLB of Cincinnati~~total borrowings by ~~$194.1~~$411.7 million as we funded: new loan originations, our capital initiatives, and actively managed our liquidity ratio. During the ~~three~~six months ended ~~December~~March 31, ~~2021,~~2022, our ~~advances from the FHLB of Cincinnati~~total borrowings increased by ~~$88.7~~$463.5 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, and arrangements with other institutions to purchase overnight Fed Funds, each of which provides an additional source of funds. Also, in evaluating funding alternatives, we may participate in the brokered deposit market. In March 2023, as a result of two recent bank failures, the Federal Reserve created the BTFP as an additional source of liquidity. The program offers loans up to one year in length against pledges of high-quality securities, such as U.S. Treasuries, agency debt and mortgage-backed securities, owned as of March 21, 2023. The BTFP is currently scheduled to end on March 11, 2024.

At ~~December~~March 31, ~~2022~~2023 we had ~~$4.84~~$5.20 billion of FHLB of Cincinnati advances, no outstanding borrowings from the FRB-Cleveland Discount Window and ~~$150 million~~no outstanding borrowings in the form of Fed Funds. During the ~~three~~six months ended ~~December~~March 31, ~~2022,~~2023, we had average outstanding advances from the FHLB of Cincinnati of ~~$4.87~~$4.99 billion, as compared to average outstanding advances of ~~$3.18~~$3.23 billion during the ~~three~~six months ended ~~December~~March 31, ~~2021.~~2022. 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.

The Association and the Company are subject to various regulatory capital requirements, including a risk-based capital measure. The Basel III capital framework ("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 2019, a final rule adopted by the federal banking agencies provided banking organizations with the option to phase in, over a three-year period, the adverse day-one regulatory capital effects of the adoption of the CECL accounting standard. In 2020, as part of its response to the impact of COVID-19, U.S. federal banking regulatory agencies issued a final rule which provides banking organizations that implement CECL during the 2020 calendar year the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period, which the Association and Company have adopted. During the two-year delay, the Association and Company added back to common equity tier 1 capital (“CET1”) 100% of the initial adoption impact of CECL plus 25% of the cumulative quarterly changes in the allowance for credit losses. Beginning this quarter the cumulative transitional amounts became fixed and will be phased out of CET1 capital over the subsequent three-year period.

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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~~March 31, ~~2022,~~2023, the Association exceeded the regulatory requirement for the "capital conservation buffer".

As of ~~December~~March 31, ~~2022,~~2023, 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	Total Capital to Risk-Weighted Assets	$	1,651,735	18.33	%	$	901,019	10.00	%	Total Capital to Risk-Weighted Assets	$	1,668,593	18.28	%	$	912,618	10.00	%
Tier 1 (Leverage) Capital to Net Average Assets	Tier 1 (Leverage) Capital to Net Average Assets	1,587,039		9.95	%	797,148		5.00	%	Tier 1 (Leverage) Capital to Net Average Assets	1,603,693		9.94	%	806,623		5.00	%
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	1,587,039		17.61	%	720,815		8.00	%	Tier 1 Capital to Risk-Weighted Assets	1,603,693		17.57	%	730,094		8.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets	Common Equity Tier 1 Capital to Risk-Weighted Assets	1,587,039		17.61	%	585,662		6.50	%	Common Equity Tier 1 Capital to Risk-Weighted Assets	1,603,693		17.57	%	593,201		6.50	%

The capital ratios of the Company as of ~~December~~March 31, ~~2022~~2023 are presented in the table below (dollar amounts in thousands).


		Actual				Actual
		Amount		Ratio				Amount		Ratio
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	$	1,880,963	20.87	%		Total Capital to Risk-Weighted Assets	$	1,884,479	20.64	%
Tier 1 (Leverage) Capital to Net Average Assets	Tier 1 (Leverage) Capital to Net Average Assets	1,816,267		11.38	%		Tier 1 (Leverage) Capital to Net Average Assets	1,819,579		11.27	%
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	1,816,267		20.15	%		Tier 1 Capital to Risk-Weighted Assets	1,819,579		19.93	%
Common Equity Tier 1 Capital to Risk-Weighted Assets	Common Equity Tier 1 Capital to Risk-Weighted Assets	1,816,267		20.15	%		Common Equity Tier 1 Capital to Risk-Weighted Assets	1,819,579		19.93	%

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 calendar years, reduced by prior dividend payments made during those periods. In December 2022, the Company received a $40 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 STATEMENTS OF CONDITION but reduced the Association's reported capital ratios. At ~~December~~March 31, ~~2022,~~2023, the Company had, in the form of cash and a demand loan from the Association, ~~$215.6~~$200.9 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 ~~4,761,180~~4,539,918 shares repurchased under that program between its start date and ~~December~~March 31, ~~2022.~~2023. During the ~~three~~six months ended ~~December~~March 31, ~~2022,~~2023, the Company repurchased ~~$4.3~~$5.0 million of its common stock.

On July 12, 2022, Third Federal Savings, MHC received the approval of its members with respect to the waiver of dividends on the Company’s common stock the MHC owns, up to a total of $1.13 per share, to be declared on the Company’s common stock during the 12 months subsequent to the members’ approval (i.e., through July 12, 2023). The members approved the waiver by casting 61% of the eligible votes, with 97% of the votes cast, voting in favor of the waiver. Third Federal Savings, MHC is the 81% majority shareholder of the Company.

Following the receipt of the members' approval at the July 12, 2022 meeting, Third Federal Savings, MHC filed a notice with, and received the non-objection from the FRB-Cleveland for the proposed dividend waivers. Third Federal Savings, MHC waived its right to receive $0.2825 per share dividend payments on September 20, 2022, ~~and~~ December 13, ~~2022.~~2022, and March 21, 2023.

The payment of dividends, support of asset growth and 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

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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.

During the ~~three~~six months ended ~~December~~March 31, ~~2022, $19.2~~2023, $34.6 million of agency-compliant, long-term (15 to 30 years), fixed-rate mortgage loans were sold, or committed to be sold, to Fannie Mae on a servicing retained basis. At ~~December~~March 31, ~~2022, $12.5~~2023, $4.4 million of agency-compliant, long term, fixed-rate residential first mortgage loans were classified as "held for sale". Of the agency-compliant loan sales during the ~~three~~six months ended ~~December~~March 31, ~~2022, $4.5~~2023, $6.9 million were sold under Fannie Mae's Home Ready program, and ~~$14.7~~$27.6 million were sold to Fannie Mae, as described in the next paragraph.

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-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 home 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

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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~~March 31, ~~2022~~2023 was ~~$1.95~~$3.03 billion. The swap portfolio's weighted average fixed pay rate was ~~2.25%~~2.75% and the weighted average remaining term was ~~3.5~~3.9 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~~March 31, ~~2022~~2023 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.

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)
Amount Percent
(Dollars in thousands)
+300 $ 819,253 $ (557,884) (40.51) % 5.91 % (325)
+200 1,027,657 (349,480) (25.38) % 7.21 % (195)
+100 1,216,418 (160,719) (11.67) % 8.30 % (86)
0 1,377,137 — — % 9.16 % —
-100 1,490,258 113,121 8.21 % 9.66 % 50


							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)
			Amount		Percent
	(Dollars in thousands)
+300	$	797,189	$	(448,792)	(36.02)	%	5.68	%	(250)
+200	973,183		(272,798)		(21.89)	%	6.74	%	(144)
+100	1,126,565		(119,416)		(9.58)	%	7.59	%	(59)
0	1,245,981		—		—	%	8.18	%	—
-100	1,307,308		61,327		4.92	%	8.37	%	19
-200	1,279,098		33,117		2.66	%	8.01	%	(17)
-300	1,129,646		(116,335)		(9.34)	%	6.94	%	(124)

_________________

(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~~March 31, ~~2022,~~2023, in the event of an increase of 200 basis points in all interest rates, the Association would experience a ~~25.38%~~21.89% decrease in EVE. In the event of a 100 basis point decrease in interest rates, the Association would experience a ~~8.21%~~4.92% increase in EVE.

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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~~March 31, ~~2022,~~2023, with comparative information as of September 30, 2022. 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)	Risk Measure (+200 Basis Points Rate Shock)	At December 31, 2022		At September 30, 2022		Risk Measure (+200 Basis Points Rate Shock)	At March 31, 2023		At September 30, 2022
Pre-Shock EVE Ratio	Pre-Shock EVE Ratio	9.16	%	9.08	%	Pre-Shock EVE Ratio	8.18	%	9.08	%
Post-Shock EVE Ratio	Post-Shock EVE Ratio	7.21	%	6.71	%	Post-Shock EVE Ratio	6.74	%	6.71	%
Sensitivity Measure in basis points	Sensitivity Measure in basis points	(195)		(237)		Sensitivity Measure in basis points	(144)		(237)
Percentage Change in EVE	Percentage Change in EVE	(25.38)	%	(29.92)	%	Percentage Change in EVE	(21.89)	%	(29.92)	%

~~Certain shortcomings are~~The manner in which actual yields, costs and consumer behavior respond to changes in market interest rates may vary from the inherent ~~in the~~ methodologies used ~~in measuring~~to measure 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;~~defaults, and deposit decays; 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 seek to originate Smart Rate (adjustable) loans, 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 ~~0.08% improvement~~90 basis point deterioration in the Pre-Shock EVE Ratio (base valuation) measure at ~~December~~March 31, ~~2022~~2023 when compared to the measure at September 30, 2022. Factors contributing to this ~~improvement~~deterioration included changes in market rates, capital actions by the Association and changes due to business activity. Movement in market interest rates included an increase of 15 basis points for the two-year term, a decrease of 9 basis points for the five-year term and an increase of 5 basis points for the ten-year term. Negatively impacting the Percentage Change in EVE was a $40.0 million cash dividend that 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. 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, backtesting, and validation. We continually evaluate, challenge, and update the methodology and assumptions used in our IRR model; including behavioral ~~equations~~assumptions 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 related 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,

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refinement and ~~adaptation, in order that it might most accurately reflect our current circumstances, factors and expectations.~~adaptation. As of ~~December~~March 31, ~~2022,~~2023, we estimated that our EaR for the 12 months ending ~~December~~March 31, ~~2023~~2024 would increase by ~~3.07%~~5.71% in the event that market interest rates used in the simulation were adjusted in incremental 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~~March 31, ~~2022,~~2023, we estimated that our EaR for the 12 months ending ~~December~~March 31, ~~2023,~~2024, would decrease by ~~9.34%~~1.29% 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 theThe manner in which actual yields, costs and ~~costs~~consumer behavior respond to changes in market interest ~~rates.~~rates may vary from the inherent methodologies used to measure interest rate risk through EaR. 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 FHLB yield curves, etc.). From that similar starting point, the models follow divergent paths. EVE is a stochastic model using 150 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 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 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 quarter-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~~March 31, ~~2022,~~2023, 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.

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Changes in Internal Control over Financial Reporting

No 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 recently completed 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~~March 31, ~~2022,~~2023, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Item 1A. Risk Factors

~~There have been no material changes in~~The following risk factors supplement the "Risk Factors" previously ~~disclosed~~described in our 2022 Annual Report on Form 10-K, filed with the SEC on November 22, 2022 (File No. 001-33390)., and should be read in conjunction therewith.

Our stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions. Further, if we are unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, which have come under greater scrutiny in light of recent bank failures, it may have a material adverse effect on our financial condition and results of operations.

On March 9, 2023, Silvergate Bank, La Jolla, California, announced its decision to voluntarily liquidate its assets and wind down operations. On March 10, 2023, Silicon Valley Bank, Santa Clara, California, was closed by the California Department of Financial Protection and Innovation and on March 12, 2023, Signature Bank, New York, New York, was closed by the New York State Department of Financial Services. In each case, the FDIC was named receiver. These banks also had elevated levels of uninsured deposits, which may be less likely to remain at the bank over time and less stable as a source of funding than insured deposits. These failures led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions.

These events have led to a greater focus by institutions, investors and regulators on the on-balance sheet liquidity of and funding sources for financial institutions, the composition of its deposits, including the amount of uninsured deposits, the amount of accumulated other comprehensive loss, capital levels and interest rate risk management. If we are unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, it may have a material adverse effect on our financial condition and results of operations.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth. A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on the Company.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities and income on other interest-earning assets. While we emphasize the generation of low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area. Additionally, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return trade-off. Accordingly, as a part of our liquidity management, we must use a number of funding sources in addition to deposits and repayments and maturities of loans and investments. As we continue to grow, we are likely to become more dependent on these sources, which may include Federal Home Loan Bank of Cincinnati advances, federal funds purchased and brokered certificates of deposit. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources.

Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. Further, if we are required to rely more heavily on more expensive funding sources to support liquidity and future growth, our revenues may not increase proportionately to cover our increased costs. In this case, our operating margins and profitability would be adversely affected. Alternatively, we may need to sell a portion of our investment and/or loan portfolio to raise funds, which, depending upon market conditions, could result in us realizing a loss on the sale of such assets. As of March 31, 2023, we had a net unrealized loss of $41.0 million on our available-for-sale investment securities portfolio as a result of the rising interest rate environment. Our investment securities totaled $482.6 million, or 2.97% of total assets, at March 31, 2023. The details of this portfolio are included in NOTE 3. INVESTMENT SECURITIES to the unaudited consolidated financial statements.

Any decline in available funding could adversely impact our ability to originate loans, invest in securities, pay our expenses, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators. Depending on the capitalization status and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits.

The Failure to Address the Federal Debt Ceiling in a Timely Manner, Downgrades of the U.S. Credit Rating and Uncertain Credit and Financial Market Conditions May Affect the Stability of Securities Issued or Guaranteed by the Federal Government, which May Affect the Valuation or Liquidity of our Investment Securities Portfolio and Increase Future Borrowing Costs.

As a result of uncertain political, credit and financial market conditions, including the potential consequences of the federal government defaulting on its obligations for a period of time due to federal debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose credit default and liquidity risks. Given that future deterioration in the U.S. credit and financial markets is a possibility, no assurance can be made that losses or significant deterioration in the fair value of our U.S. government issued or guaranteed investments will not occur. At March 31, 2023, we had approximately $3.6 million and $478.0 million invested in U.S. government and agency obligations including U.S. Treasury notes, and residential mortgage-backed securities issued or guaranteed by government-sponsored enterprises, respectively. Downgrades to the U.S. credit rating could affect the stability of securities issued or guaranteed by the federal government and the valuation or liquidity of our portfolio of such investment securities, and could result in our counterparties requiring additional collateral for our borrowings. Further, unless and until U.S. political, credit and financial market conditions have been sufficiently resolved or stabilized, it may increase our future borrowing costs.

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

(a)Not applicable

(b)Not applicable

(c)The following table summarizes our stock repurchase activity during the quarter ended ~~December~~March 31, ~~2022.~~2023.

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, 2022 through October 31, 2022 105,000 $ 13.18 105,000 5,448,820
November 1, 2022 through November 30, 2022 105,000 13.90 105,000 5,343,820
December 1, 2022 through December 31, 2022 105,000 14.02 105,000 5,238,820
315,000 $ 13.70 315,000


		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
January 1, 2023 through January 31, 2023	46,869	$	14.61	46,869	5,191,951
February 1, 2023 through February 28, 2023	—	—		—	5,191,951
March 1, 2023 through March 31, 2023	—	—		—	5,191,951
	46,869	$	14.61	46,869

(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. This program has no expiration date.

At the July 12, 2022 special meeting of members of Third Federal Savings and Loan Association of Cleveland, MHC (the “MHC”), the mutual holding company of TFS Financial Corporation (the “Company”), the members of the MHC (depositors and certain loan customers of Third Federal Savings and Loan Association of Cleveland) voted to approve the MHC’s proposed waiver of dividends, aggregating up to $1.13 per share, to be declared on the Company’s common stock during the twelve months subsequent to the members’ approval (i.e., through July 12, 2023). The members approved the waiver by casting 61% of the total eligible votes. Of the votes cast, 97% were in favor of the proposal. The waiver subsequently received a non-objection by the Federal Reserve Bank of Cleveland. The MHC is the 81% majority shareholder of the Company.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

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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

101						The following unaudited financial statements from TFS Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~December~~March 31, ~~2022,~~2023, filed on ~~February 8,~~May 9, 2023, 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

104	Interactive datafile	Cover Page Interactive Datafile (embedded within the Inline XBRL document and included in Exhibit 101)

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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:	~~February 8,~~May 9, 2023	/s/ Marc A. Stefanski
		Marc A. Stefanski
		Chairman of the Board, President and Chief Executive Officer

Dated:	~~February 8,~~May 9, 2023	/s/ Timothy W. Mulhern
		Timothy W. Mulhern
		Chief Financial Officer

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