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Form 8-K TFS Financial CORP For: Jan 29

January 29, 2015 4:02 PM


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January�29, 2015
TFS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
United States of America
001-33390
52-2054948
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
7007 Broadway Ave., Cleveland, Ohio
44105
(Address of principle executive offices)
(Zip Code)
Registrant's telephone number, including area code (216)�441-6000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))














Item�2.02
Results of Operations and Financial Condition.
On January�29, 2015, TFS Financial Corporation (the "Company") issued a press release announcing its operating results for the three months ended December�31, 2014. A copy of the press release is attached as Exhibit�99.1 to this Report.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections�11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item�9.01
Financial Statements and Exhibits.
(d)�Exhibits.
Exhibit
No.
99.1
Press Release dated
January�29, 2015









































SIGNATURE
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 hereunto duly authorized.
TFS FINANCIAL CORPORATION
(Registrant)
Date:
January�29, 2015
By:
/s/ Paul J. Huml
Paul J. Huml
Chief Accounting Officer






Exhibit 99.1
Contact: David Reavis���� (216) 429-5036
For release Thursday, January�29, 2015
TFS Financial Corporation Earnings Remain Steady
Focus Remains on Growing Balance Sheet, Repurchasing Stock, Paying Dividends
(Cleveland, OH - January�29, 2015) - TFS Financial Corporation (NASDAQ: TFSL) (the "Company"), the holding company for Third Federal Savings and Loan Association of Cleveland (the "Association"), today announced results for the three month period ended December�31, 2014.
The Company reported net income of $16.6 million for the quarter ended December�31, 2014, compared to net income income of $16.0 million for the quarter ended December�31, 2013. The increase in net income for the quarter is largely the result of a lower provision for loan losses partially offset by an increase in non-interest expense.
We continue to focus on our three-dimensional approach of adding value for our shareholders by growing our balance sheet, repurchasing stock and paying dividends, said Marc A. Stefanski, Third Federals Chairman and CEO. On the heels of our strongest year since we went public in 2007, our earnings this quarter remained steady as we grew by more than a quarter billion dollars, adding many new customers from the 22 states we serve.� Our customers are always our top priority, so were excited to continue to expand our product options to meet their financing needs. It continues to feel like Sunshine and Blue Skies at Third Federal.
Net interest income was slightly lower than the prior year quarter, as the increase in interest income in the current period was less than the increase in interest expense. The average cost of our interest-bearing liabilities has been reduced by managing retail deposit pricing and gathering additional funds as needed via wholesale channels, but an increase in longer duration FHLB advances and brokered deposits, which improved our interest rate risk characteristics, also tempered the decline in the average cost of interest-bearing liabilities. Interest income was higher due to an increase in the balance of interest-earning assets offsetting the lower yields received on those assets. Net interest income was $67.1 million for the quarter ended December�31, 2014 and $67.8 million for the quarter ended December�31, 2013. The interest rate spread for the quarter ended December�31, 2014 was 1.99% compared to 2.29% in the same quarter last year. The net interest margin for the quarter ended December�31, 2014 was 2.14% compared to 2.47% in the same quarter last year. A strategy to increase net income was implemented in the current quarter. The strategy involves borrowing, on an overnight basis, approximately $1 billion of additional funds from the FHLB. The proceeds of the borrowing, net of the required investment in FHLB stock, are deposited at the Federal Reserve. The essentially risk-free strategy serves to increase net income slightly but also negatively impacts the interest rate spread and net interest margin due to the increase in the average balance of low yield interest-earning cash equivalents. The strategy is not utilized at quarter end. The Company expects to continue this strategy as long as it is effective in increasing net income.
Reflecting continued improved loan performance, the Company recorded a provision for loan losses of $2.0 million for the three months ended December�31, 2014 compared to $6.0 million for the three months ended December�31, 2013. The Company reported $3.6 million of net loan charge-offs for the three months ended December�31, 2014 compared to $13.3 million for the three months ended December�31, 2013. Of the $3.6 million of net charge-offs, $2.2 million occurred in the equity loans and lines of credit portfolio, $0.6 million occurred in the residential core portfolio and $0.9 million occurred in the Home Today portfolio. The Home Today portfolio, which has had minimal new originations since 2009, is an affordable housing program targeted toward low and moderate income home buyers, which totaled $149.7 million at December�31, 2014 and $154.2 million at September�30, 2014. The allowance for loan losses was $79.8 million, or 0.74% of total loans receivable, at December�31, 2014, compared to $81.4 million, or 0.76% of total loans receivable, at September�30, 2014.

Non-accrual loans decreased $8.7 million to $126.8 million, or 1.17% of total loans, at December�31, 2014 from $135.5 million, or 1.27% of total loans, at September�30, 2014. The $8.7 million decrease in non-accrual loans for the quarter ended December�31, 2014 consisted of a $5.8 million decrease in the residential core portfolio; a $1.7 million decrease in the Home Today portfolio; and a $1.2 million decrease in the equity loans and lines of credit portfolio.
Total loan delinquencies decreased $3.0 million to $90.0 million, or 0.83% of total loans receivable, at December�31, 2014 from $93.0 million, or 0.87% of total loans receivable, at September�30, 2014.
Total troubled debt restructurings decreased $1.8 million at December�31, 2014, to $184.6 million from $186.4 million at September�30, 2014. Of the $184.6 million of troubled debt restructurings recorded at December�31, 2014, $58.6 million was in the Home Today portfolio, $106.1 million was in the residential core portfolio and $20.0 million was in the equity loans and





lines of credit portfolio. The portion of total troubled debt restructurings included as part of non-accrual loans was $76.6 million at December�31, 2014 and $79.5 million at September�30, 2014.
Total non-interest expenses increased $3.1 million, to $46.0 million, for the three months ended December�31, 2014, from $42.9 for the three months ended December�31, 2013, with increases in compensation, marketing and real estate owned expenses being partially offset by a decrease in other operating expenses.
Total assets increased by $264.6 million, or 2%, to $12.07 billion at December�31, 2014 from $11.80 billion at September�30, 2014. This change was mainly the result of new loan origination levels exceeding the total of loan sales and principal repayments, combined with a net increase in the combination of cash and cash equivalents and investment securities and an increase in FHLB stock.
The combination of cash and cash equivalents and investment securities increased $106.0 million, or 14%, to $856.3 million at December�31, 2014 from $750.3 million at September�30, 2014, to maintain liquidity levels. The average balance of interest-earning cash equivalents for the three months ended December�31, 2014 was $1.16 billion, reflecting the larger investment balance maintained during most of the quarter in connection with the strategy to increase net income discussed earlier.
The combination of loans held for investment, net and mortgage loans held for sale increased $136.4 million, or 1%, to $10.77 billion at December�31, 2014 from $10.64 billion at September�30, 2014. During the three months ended December�31, 2014, loan sales of $24.0 million were completed, consisting of $20.2 million of first mortgage loan originations sold to Fannie Mae, and $3.8 million of fixed rate loans that qualified under Fannie Mae's Home Affordable Refinance Program (HARP II). Net gain on the sale of these loans was $0.7 million. During the three months ended December�31, 2013, loan sales of $20.9 million were completed, consisting of $11.1 million of first mortgage loan originations sold to Fannie Mae, and $9.8 million of fixed rate loans that qualified under HARP II. Net gain on the sale of these loans was $0.3 million. Residential core mortgage loans, including those held for sale, increased $163.7 million during the three months ended December�31, 2014, while the equity loans and lines of credit portfolio decreased $19.6 million. First mortgage loan originations were $520.0 million for the three months ended December�31, 2014, of which 46% were adjustable rate mortgages, and 30% were fixed-rate mortgages with terms of 10 years or less.
FHLB stock increased $23.7 million, or 59%, to $64.1 million at December�31, 2014 from $40.4 million at September�30, 2014, as a result of the increased investment requirement related to the strategy to increase net income discussed earlier.
Deposits decreased $114.7 million, or 1%, to $8.54 billion at December�31, 2014 from $8.65 billion at September�30, 2014. The decrease in deposits was the result of a $15.6 million decrease in our savings accounts, a $15.1 million increase in our checking accounts, and a $114.2 million decrease in our certificates of deposit ("CDs") for the three months ended December�31, 2014. To manage the cost and duration of our funds, maturing CDs were replaced by other savings products or borrowed funds from the FHLB, as needed. Total deposits include $389.2 million and $356.7 million of brokered CDs at December�31, 2014 and September�30, 2014, respectively.
Borrowed funds, all from the FHLB, increased $366.1 million, to $1.50 billion at December�31, 2014 from $1.14 billion at September�30, 2014. This increase reflects a combination of an additional $150.1 million of mainly four- to five-year term advances and $224.0 million of higher overnight advances, offset by other principal repayments, as a combination of loan growth and reduced deposits led to increased cash demands during the period. The average balance of borrowed funds for the three months ended December�31, 2014 was $2.26 billion, reflecting the larger borrowing balance maintained during most of the quarter in connection with the strategy to increase net income discussed earlier.
Accrued expenses and other liabilities increased $47.0 million, to $87.3 million at December�31, 2014 from $40.3 million at September�30, 2014. 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.

Total shareholders' equity decreased $26.8 million, or 1%, to $1.81 billion at December�31, 2014 from $1.84 billion at September�30, 2014. Activity reflects $16.6 million of net income in the current fiscal year reduced by $41.6 million of repurchases of common stock and a quarterly dividend of $4.7 million and further impacted by a combination of adjustments related to our stock compensation plan, ESOP and accumulated other comprehensive loss. A total of 2,802,500 shares were repurchased at an average cost of $14.83 per share during the quarter ended December 31, 2014. At December�31, 2014, there were 6,583,450 shares remaining to be purchased under the Company's sixth repurchase program. The Company declared and paid a quarterly dividend of $0.07 per share during the quarter ended December�31, 2014. As a result of a July 31, 2014 mutual member vote, Third Federal Savings and Loan Association of Cleveland, MHC (the "MHC"), the mutual holding company that





owns 76% of the outstanding stock of the Company, waived the receipt of its share of the dividend paid, and is expected to waive its right to receive up to a total of $0.14 per share of future quarterly dividends from the Company prior to July 31, 2015.
At December�31, 2014, all capital ratios substantially exceed the amounts required for the Association to be considered "well capitalized" for regulatory capital purposes. The tier 1 risk-based capital ratio was 23.11% and the total risk-based capital was 24.31% for the Association. The Association's current capital ratios reflect a $66 million cash dividend payment that the Association made to the Company, its sole shareholder, on December 22, 2014. Because of its intercompany nature, this dividend payment had no impact on the Company's capital ratios or its consolidated statement of condition. Additionally, the tier 1 risk-based capital ratio was 27.12% and the total risk-based capital was 28.31% for the Company.
The Company will host a conference call to discuss its operating results for the quarter ended December�31, 2014 at 10:00 a.m. (ET) on Friday January 30, 2015. The toll-free dial-in number is 866-952-7532, Conference ID TFSLQ115. A telephone replay will be available beginning at 2:00 p.m. (ET) on January 30, 2015 by dialing 800-839-2435. The conference call will be simultaneously webcast on the Company's website www.thirdfederal.com under the Investor Relations link under the "About Us" tab, and will be archived for 30 days after the event, beginning February 2, 2015. The slides for the conference call will be available on the Company's website.
Third Federal Savings and Loan Association is a leading provider of savings and mortgage products, and operates under the values of love, trust, respect, a commitment to excellence and fun. Founded in Cleveland in 1938 as a mutual association by Ben and Gerome Stefanski, Third Federals mission is to help people achieve the dream of home ownership and financial security. It became part of a public company in 2007 and celebrated its 75th anniversary in May, 2013. Third Federal, which lends in 21 states and the District of Columbia, is dedicated to serving consumers with competitive rates and outstanding service. Third Federal, an equal housing lender, has 21 full service branches in Northeast Ohio, eight lending offices in Central and Southern Ohio, and 17 full service branches throughout Florida. As of December 31, 2014, the Companys assets totaled $12.1 billion.






Forward Looking Statements
This release contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include, among other things:
"
statements of our goals, intentions and expectations;
"
statements regarding our business plans and prospects and growth and operating strategies;
"
statements concerning trends in our provision for loan losses and charge-offs;
"
statements regarding the trends in factors affecting our financial condition and results of operations, including asset quality of our loan and investment portfolios; and
"
estimates of our risks and future costs and benefits.
These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:
"
significantly increased competition among depository and other financial institutions;
"
inflation and changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;
"
general economic conditions, either nationally or in our market areas, including employment prospects, real estate values and conditions that are worse than expected;
"
decreased demand for our products and services and lower revenue and earnings because of a recession or other events;
"
adverse changes and volatility in the securities markets, credit markets or real estate markets;
"
legislative or regulatory changes that adversely affect our business, including changes in regulatory costs and capital requirements and changes related to our ability to pay dividends and the ability of Third Federal Savings, MHC to waive dividends;
"
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;
"
changes in consumer spending, borrowing and savings habits;
"
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;
"
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;
"
changes in policy and/or assessment rates of taxing authorities that adversely affect us;
"
changes in our organization, or compensation and benefit plans and changes in expense trends (including, but not limited to trends affecting non-performing assets, charge-offs and provisions for loan losses);
"
the impact of the governmental effort to restructure the U.S. financial and regulatory system, including the extensive reforms enacted in the DFA and the continuing impact of our coming under the jurisdiction of new federal regulators;
"
the inability of third-party providers to perform their obligations to us;
"
a�slowing or failure of the moderate economic recovery;
"
the adoption of implementing regulations by a number of different regulatory bodies under the DFA, and uncertainty in�the exact nature, extent and timing of such regulations and the impact they will have on us;
"
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
"
the ability of the U.S. Government to manage federal debt limits.
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.





TFS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION (unaudited)
(In thousands, except share data)
December�31,
2014
September�30, 2014
ASSETS
Cash and due from banks
$
28,149

$
26,886

Interest-earning cash equivalents
247,671

154,517

Cash and cash equivalents
275,820

181,403

Investment securities:
Investment securities available for sale (amortized cost $581,480 and $570,549 respectively)
580,467

568,868

Mortgage loans held for sale, at lower of cost or market ($0 and $4,570 measured at fair value, respectively)
1,379

4,962

Loans held for investment, net:
Mortgage loans
10,844,202

10,708,483

Other loans
4,636

4,721

Deferred loan fees, net
1,643

(1,155
)
Allowance for loan losses
(79,762
)
(81,362
)
Loans, net
10,770,719

10,630,687

Mortgage loan servicing assets, net
11,229

11,669

Federal Home Loan Bank stock, at cost
64,086

40,411

Real estate owned
21,984

21,768

Premises, equipment, and software, net
56,407

56,443

Accrued interest receivable
31,926

31,952

Bank owned life insurance contracts
191,484

190,152

Other assets
62,342

64,880

TOTAL ASSETS
$
12,067,843

$
11,803,195

LIABILITIES AND SHAREHOLDERS EQUITY

Deposits
$
8,539,214

$
8,653,878

Borrowed funds
1,504,705

1,138,639

Borrowers advances for insurance and taxes
74,354

76,266

Principal, interest, and related escrow owed on loans serviced
49,577

54,670

Accrued expenses and other liabilities
87,300

40,285

Total liabilities
10,255,150

9,963,738

Commitments and contingent liabilities
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued and outstanding




Common stock, $0.01 par value, 700,000,000 shares authorized; 332,318,750 shares issued; 299,146,837 and 301,654,581 outstanding at December 31, 2014 and September�30, 2014, respectively
3,323

3,323

Paid-in capital
1,701,982

1,702,441

Treasury stock, at cost; 33,171,913 and 30,664,169 shares at December 31, 2014 and September�30, 2014, respectively
(417,578
)
(379,109
)
Unallocated ESOP shares
(65,001
)
(66,084
)
Retained earningssubstantially restricted
600,202

589,678

Accumulated other comprehensive loss
(10,235
)
(10,792
)
Total shareholders equity
1,812,693

1,839,457

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
$
12,067,843

$
11,803,195






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,
2014
2013
INTEREST INCOME:
Loans, including fees
$
91,835

$
90,401

Investment securities available for sale
2,555

2,100

Other interest and dividend earning assets
1,346

518

Total interest and dividend income
95,736

93,019

INTEREST EXPENSE:
Deposits
24,476

23,262

Borrowed funds
4,124

1,962

Total interest expense
28,600

25,224

NET INTEREST INCOME
67,136

67,795

PROVISION FOR LOAN LOSSES
2,000

6,000

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
65,136

61,795

NON-INTEREST INCOME:
Fees and service charges, net of amortization
2,158

2,289

Net gain on the sale of loans
698

339

Increase in and death benefits from bank owned life insurance contracts
1,901

1,613

Other
1,196

837

Total non-interest income
5,953

5,078

NON-INTEREST EXPENSE:
Salaries and employee benefits
23,565

22,082

Marketing services
4,500

3,253

Office property, equipment and software
5,393

4,989

Federal insurance premium and assessments
2,461

2,547

State franchise tax
1,403

1,687

Real estate owned expense, net
2,700

1,945

Other operating expenses
5,951

6,356

Total non-interest expense
45,973

42,859

INCOME BEFORE INCOME TAXES
25,116

24,014

INCOME TAX EXPENSE
8,472

7,990

NET INCOME
$
16,644

$
16,024

Earnings per sharebasic and diluted
$
0.06

$
0.05

Weighted average shares outstanding
Basic
293,797,138

300,634,212

Diluted
296,128,813

301,868,676










TFS FINANCIAL CORPORATION AND SUBSIDIARIES
AVERAGE BALANCES AND YIELDS (unaudited)
Three Months Ended December 31, 2014
Three Months Ended December 31, 2013
Average
Balance
Interest
Income/
Expense
Yield/
Cost (2)
Average
Balance
Interest
Income/
Expense
Yield/
Cost (2)
(Dollars in thousands)
Interest-earning assets:
Interest-earning cash
�����equivalents
$
1,161,162

$
739

��
0.25
%
$
236,681

$
159

��
0.27
%
��Investment securities
2,023

6

��
1.19
%
7,181

8

��
0.45
%
��Mortgage-backed securities
568,359

2,549

��
1.79
%
473,791

2,092

��
1.77
%
��Loans (1)
10,764,981

91,835

��
3.41
%
10,222,086

90,401

��
3.54
%
��Federal Home Loan Bank stock
62,563

607

��
3.88
%
35,680

359

��
4.02
%
Total interest-earning assets
12,559,088

95,736

��
3.05
%
10,975,419

93,019
��
3.39
%
Noninterest-earning assets
312,742

297,358

Total assets
$
12,871,830

$
11,272,777

Interest-bearing liabilities:
��NOW accounts
$
989,982

$
352

��
0.14
%
$
1,025,147

$
365

��
0.14
%
��Savings accounts
1,652,630

790

��
0.19
%
1,813,501

950

��
0.21
%
��Certificates of deposit
5,930,742

23,334

��
1.57
%
5,526,519

21,947

��
1.59
%
��Borrowed funds
2,256,041

4,124

��
0.73
%
817,687

1,962

��
0.96
%
Total interest-bearing liabilities
10,829,395

28,600
��
1.06
%
9,182,854

25,224
��
1.10
%
Noninterest-bearing liabilities
205,331

221,956

Total liabilities
11,034,726

9,404,810

Shareholders equity
1,837,104

1,867,967

Total liabilities and
�����stockholders equity
$
12,871,830

$
11,272,777

Net interest income
$67,136
��
$67,795
��
Interest rate spread (2)(3)
1.99
%
2.29
%
Net interest-earning assets (4)
$
1,729,693

$
1,792,565

Net interest margin (2)(5)
2.14
%
2.47
%
Average interest-earning assets to
�����average interest-bearing liabilities
115.97
%
119.52
%


(1)
Loans include both mortgage loans held for sale and loans held for investment
(2)
Annualized
(3)
Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(4)
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(5)
Net interest margin represents net interest income divided by total interest-earning assets.



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