The following discussion provides information about the results of operations,
financial condition, liquidity, off balance sheet items and capital resources of
Axos Financial, Inc. and subsidiaries (collectively, "we", "us" or the
"Company"). This information is intended to facilitate the understanding and
assessment of significant changes and trends related to our financial condition
and the results of our operations. This discussion and analysis should be read
in conjunction with our financial information in our Annual Report on Form 10-K
for the year ended June 30, 2021, and the interim unaudited condensed
consolidated financial statements and notes thereto contained in this report.

Some matters discussed in this report may constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and as such, may involve risks and uncertainties.
These forward-looking statements can be identified by the use of terminology
such as "estimate," "project," "anticipate," "expect," "intend," "believe,"
"will," or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
These forward-looking statements relate to, among other things, the effects on
our business of the current novel coronavirus pandemic ("COVID-19"), the
Company's financial prospects and other projections of its performance and asset
quality, our ability to continue to grow profitably and increase its business,
our ability to continue to diversify lending and deposit franchises, and the
anticipated timing and financial performance of other offerings, initiatives,
and acquisitions, expectations of the environment in which we operate and
projections of future performance. Forward-looking statements are inherently
unreliable and actual results may vary. Factors that could cause actual results
to differ from these forward-looking statements include uncertainties
surrounding the severity, duration, and effects of the COVID-19 pandemic, our
ability to successfully integrate acquisitions and realize the anticipated
benefits of the transactions, changes in the interest rate environment,
inflation, government regulation, general economic conditions, changes in the
competitive marketplace, conditions in the real estate markets in which we
operate, risks associated with credit quality, the outcome and effects of
litigation filed against the Company and other risk factors discussed under the
heading "Item 1A. Risk Factors" of this Quarterly Report on Form 10-Q for the
quarter ended March 31, 2022 and in our Annual Report on Form 10-K for the year
ended June 30, 2021, which has been filed with the Securities and Exchange
Commission. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. All written and oral forward-looking statements made in
connection with this report, which are attributable to us or persons acting on
our behalf are expressly qualified in their entirety by the foregoing
information.

General



Our Company, the holding company for Axos Bank (the "Bank"), is a diversified
financial services company with approximately $16.1 billion in assets that
provides consumer and business banking products through its online, low-cost
distribution channels and affinity partners. Our Bank has deposit and loan
customers nationwide including consumer and business checking, savings and time
deposit accounts and financing for single family and multifamily residential
properties, small-to-medium size businesses in target sectors, and automobiles.
Our Bank generates fee income from consumer and business products including fees
from loans originated for sale and transaction fees earned from processing
payment activity. Our securities products and services are offered through Axos
Clearing LLC ("Axos Clearing") and its business division Axos Advisor Services
("AAS"), formerly E*TRADE Advisor Services, and Axos Invest, Inc. ("Axos
Invest"), which generate interest and fee income by providing comprehensive
securities clearing and custody services to introducing broker-dealers and
registered investment advisor correspondents and digital investment advisory
services to retail investors, respectively. Axos Financial, Inc.'s common stock
is listed on the New York Stock Exchange and is a component of the Russell 2000®
Index, the KBW Nasdaq Financial Technology Index, the S&P SmallCap 600® Index,
the KBW Nasdaq Financial Technology Index, and the Travillian Tech-Forward Bank
Index.

Our Bank is a federal savings bank wholly-owned by our Company and regulated by
the Office of the Comptroller of the Currency ("OCC"), and the Federal Deposit
Insurance Corporation ("FDIC") as its deposit insurer. The Bank must file
reports with the OCC and the FDIC concerning its activities and financial
condition. As a depository institution with more than $10 billion in assets, our
Bank and our affiliates are subject to direct supervision by the Consumer
Financial Protection Bureau.

Axos Clearing is a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc. ("FINRA"). Axos Invest is a Registered Investment Advisor under the Investment Advisers Act of 1940, that is registered with the SEC, and Axos Invest LLC is an introducing broker-dealer that is registered with the SEC and FINRA.


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Segment Information



The Company determines reportable segments based on what separate financial
information is available and what segment results are evaluated regularly by the
Chief Executive Officer in deciding how to allocate resources and in assessing
performance. We operate through two segments: Banking Business and Securities
Business.

Banking Business. The Banking Business includes a broad range of banking
services including online banking, concierge banking, and mortgage, vehicle and
unsecured lending through online and telephonic distribution channels to serve
the needs of consumer and small businesses nationally. Our deposit products
consist of demand, savings, money market and time deposit accounts. In addition,
the Banking Business focuses on providing deposit products nationwide to
industry verticals (e.g., Title and Escrow), cash management products to a
variety of businesses, and commercial & industrial and commercial real estate
lending to clients. The Banking Business also includes a bankruptcy trustee and
fiduciary service that provides specialized software and consulting services to
Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries.

We distribute our loan products through our retail, correspondent and wholesale
channels, and the loans we retain are primarily first mortgages secured by
single family real property and by multifamily real property as well as
commercial & industrial loans to businesses. Our investment securities consist
of agency and non-agency mortgage-backed securities, municipal securities and
other non-agency debt securities. We believe our flexibility to adjust our asset
generation channels has been a competitive advantage allowing us to avoid
markets and products where credit fundamentals are poor or risks and rewards are
not sufficient to support our required return on equity.

Securities Business. The Securities Business includes the Clearing
Broker-Dealer, Registered Investment Advisor custody business, Registered
Investment Advisor, and Introducing Broker-Dealer lines of businesses. These
lines of business offer products independently to their own customers as well as
to Banking Business clients. The products offered by the lines of business in
the Securities Business primarily generate net interest income and non-banking
service fee income.

Securities services includes fully disclosed clearing services through Axos
Clearing to FINRA- and SEC-registered member firms for trade execution and
clearance as well as back-office services such as record keeping, trade and
performance reporting, accounting, general back-office support, securities and
margin lending, reorganization assistance and custody of securities. We provide
financing to our brokerage customers for their securities trading activities
through margin loans that are collateralized by securities, cash, or other
acceptable collateral. Securities lending activities include borrowing and
lending securities with other broker-dealers. These activities involve borrowing
securities to cover short sales and to complete transactions in which clients
have failed to deliver securities by the required settlement date, and lending
securities to other broker dealers for similar purposes.

Through the RIA custody business, we provide a proprietary, turnkey technology
platform for custody services for our RIA customers. This platform provides fee
income and service that complement our securities business products, while also
generating low cost core deposits.

Axos Invest includes our digital wealth management business, which provides our
retail customers with self-directed trading and investment management services
through a comprehensive and flexible technology platform.

Segment results are compiled based upon the management reporting system, which
assigns balance sheet and income statement items to each of the business
segments. The process is designed around the organizational and management
structure and, accordingly, the results derived are not necessarily comparable
with similar information published by other financial institutions or in
accordance with generally accepted accounting principles.

The Company evaluates performance and allocates resources based on profit or
loss from operations. There are no material inter-segment sales or transfers.
Certain corporate administration costs and income taxes have not been allocated
to the reportable segments. Therefore, in order to reconcile the two segments to
the unaudited condensed consolidated totals, we include parent-only activities
and intercompany eliminations.

COVID-19 Impact



The Company has closely monitored the rapid developments of and uncertainties
caused by the COVID-19 pandemic. In response to the changes in economic and
business conditions as a result of the COVID-19 pandemic, the Company continues
to take the necessary and appropriate actions to support customers, employees,
partners and shareholders.

The Company took proactive measures to manage loans that became delinquent
during the economic downturn as a result of the COVID-19 pandemic. As of March
31, 2022, no loans were on forbearance status for a forbearance granted from any
prior date. Any forbearance granted out of COVID-19 was for six months or less.

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The Company will continue to monitor uncertainties caused by and developments of COVID-19.



Mergers and Acquisitions

From time to time we undertake acquisitions or similar transactions consistent
with our Company's operating and growth strategies. On August 2, 2021 Axos
Clearing, LLC, acquired certain assets and liabilities of E*TRADE Advisor
Services ("EAS"), the registered investment advisor custody business of Morgan
Stanley. This business was rebranded as Axos Advisors Services ("AAS"). AAS adds
incremental fee income, a turnkey technology platform used by independent
registered investment advisors for trading and custody services, and low-cost
deposits that can be used to generate fee income from other bank partners or to
fund loan growth at Axos Bank. The purchase price of $54.8 million consisted
entirely of cash consideration paid upon acquisition and working capital
adjustments.

The acquisition is accounted for as a business combination under the acquisition
method of accounting. Accordingly, tangible and intangible assets acquired (and
liabilities assumed) are recorded at their estimated fair values as of the date
of acquisition. The Company allocated the purchase price to the tangible and
intangible assets acquired based on information available through March 31,
2022.

Critical Accounting Policies



The following discussion and analysis of our financial condition and results of
operations is based upon our unaudited condensed consolidated financial
statements and the notes thereto, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these unaudited condensed consolidated financial statements
requires us to make a number of estimates and assumptions that affect the
reported amounts and disclosures in the unaudited condensed consolidated
financial statements. On an ongoing basis, we evaluate our estimates and
assumptions based upon historical experience and various factors and
circumstances. We believe that our estimates and assumptions are reasonable
under the circumstances. However, actual results may differ significantly from
these estimates and assumptions that could have a material effect on the
carrying value of assets and liabilities at the balance sheet dates and our
results of operations for the reporting periods.

Our significant accounting policies and practices are described in greater
detail in Note 1 - "Summary of Significant Accounting Policies" and under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Critical Accounting Policies" contained in our Annual Report on
Form 10-K filed with the Securities and Exchange Commission for the fiscal year
ended June 30, 2021.

USE OF NON-GAAP FINANCIAL MEASURES



In addition to the results presented in accordance with GAAP, this report
includes the non-GAAP financial measures adjusted earnings, adjusted earnings
per common share, and tangible book value per common share. Non-GAAP financial
measures have inherent limitations, may not be comparable to similarly titled
measures used by other companies and are not audited. Readers should be aware of
these limitations and should be cautious as to their reliance on such measures.
Although we believe the non-GAAP financial measures disclosed in this report
enhance investors' understanding of our business and performance, these non-GAAP
measures should not be considered in isolation, or as a substitute for GAAP
basis financial measures.

We define "adjusted earnings", a non-GAAP financial measure, as net income
without the after-tax impact of non-recurring acquisition-related costs
(including amortization of intangible assets related to acquisitions), and other
costs (unusual or non-recurring charges). Adjusted earnings per diluted common
share ("adjusted EPS"), a non-GAAP financial measure, is calculated by dividing
non-GAAP adjusted earnings by the average number of diluted common shares
outstanding during the period. We believe the non-GAAP measures of adjusted
earnings and adjusted EPS provide useful information about the Company's
operating performance. We believe excluding the non-recurring acquisition
related costs, and other costs (unusual or non-recurring charges) provides
investors with an alternative understanding of Axos' business without these
non-recurring costs.

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Below is a reconciliation of net income, the nearest compatible GAAP measure, to adjusted earnings and adjusted EPS (Non-GAAP) for the periods shown:



                                                Three Months Ended                          Nine Months Ended
                                                    March 31,                                   March 31,
(Dollars in thousands, except per
share amounts)                              2022                  2021                  2022                 2021
Net income                            $      61,823          $     53,645          $   182,820          $   161,452
Acquisition-related costs                     2,803                 2,511                8,676                7,665

Tax effects of adjustments                     (811)                 (740)              (2,534)              (2,285)

Adjusted earnings (Non-GAAP) $ 63,815 $ 55,416

       $   188,962          $   166,832

Adjusted EPS (Non-GAAP)               $        1.05          $       0.92          $      3.12          $      2.76



We define "tangible book value", a non-GAAP financial measure, as book value
adjusted for goodwill and other intangible assets. Tangible book value is
calculated using common stockholders' equity minus mortgage servicing rights,
goodwill and other intangible assets. Tangible book value per common share, a
non-GAAP financial measure, is calculated by dividing tangible book value by the
common shares outstanding at the end of the period. We believe tangible book
value per common share is useful in evaluating the Company's capital strength,
financial condition, and ability to manage potential losses.

Below is a reconciliation of total stockholders' equity, the nearest compatible GAAP measure, to tangible book value (Non-GAAP) as of the dates indicated:



                                                                     March 31,
  (Dollars in thousands)                                       2022             2021

  Common stockholders' equity                              $ 1,585,585

$ 1,345,650

Less: mortgage servicing rights, carried at fair value 23,519

16,631


  Less: goodwill and other intangible assets                   159,150      

118,133

Tangible common stockholders' equity (Non-GAAP) $ 1,402,916 $ 1,210,886


  Common shares outstanding at end of period                59,662,795      

59,237,765

Tangible book value per common share (Non-GAAP) $ 23.51 $ 20.44


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SELECTED FINANCIAL DATA

The following tables set forth certain selected financial data concerning the periods indicated:



                     AXOS FINANCIAL, INC. AND SUBSIDIARIES
                  SELECTED CONSOLIDATED FINANCIAL INFORMATION

                                                                          March 31,             June 30,              March 31,
(Dollars in thousands)                                                      2022                  2021                  2021
Selected Balance Sheet Data:
Total assets                                                           $ 

16,080,950 $ 14,265,565 $ 14,827,874 Loans-net of allowance for credit losses

                                 13,093,603            11,414,814            11,711,215
Loans held for sale, carried at fair value                                   19,611                29,768                61,500
Loans held for sale, lower of cost or fair value                             11,182                12,294                13,371
Allowance for credit losses - loans                                         143,372               132,958               138,107
Securities-trading                                                              366                 1,983                   254
Securities-available-for-sale                                               229,510               187,335               218,962

Securities borrowed                                                         274,644               619,088               543,538
Customer, broker-dealer and clearing receivables                            510,561               369,815               351,063
Total deposits                                                           12,733,002            10,815,797            11,612,501

Advances from the FHLB                                                      152,500               353,500               172,500
Borrowings, subordinated notes and debentures                               381,682               221,358               365,753
Securities loaned                                                           447,748               728,988               649,837
Customer, broker-dealer and clearing payables                               543,905               535,425               483,677
Total stockholders' equity                                                1,585,585             1,400,936             1,345,650

Capital Ratios:
Equity to assets at end of period                                              9.86  %               9.82  %               9.08  %
Axos Financial, Inc.:
Tier 1 leverage (core) capital to adjusted average assets                      9.43  %               8.82  %               8.99  %
Common equity tier 1 capital (to risk-weighted assets)                        10.23  %              11.36  %              10.86  %
Tier 1 capital (to risk-weighted assets)                                      10.23  %              11.36  %              10.86  %
Total capital (to risk-weighted assets)                                       13.30  %              13.78  %              13.32  %
Axos Bank:
Tier 1 leverage (core) capital to adjusted average assets                     10.51  %               9.45  %               9.56  %
Common equity tier 1 capital (to risk-weighted assets)                        11.43  %              12.28  %              11.74  %
Tier 1 capital (to risk-weighted assets)                                      11.43  %              12.28  %              11.74  %
Total capital (to risk-weighted assets)                                       12.24  %              13.21  %              12.71  %
Axos Clearing, LLC:
Net capital                                                            $     39,109          $     35,950                33,845
Excess capital                                                         $     31,612          $     27,904                26,338
Net capital as a percentage of aggregate debit items                          10.43  %               8.94  %               9.02  %
Net capital in excess of 5% aggregate debit items                      $     20,369          $     15,836                15,077





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                     AXOS FINANCIAL, INC. AND SUBSIDIARIES
                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
                                                At or for the Three Months Ended                At or for the Nine Months Ended
                                                            March 31,                                      March 31,
(Dollars in thousands, except per share
data)                                               2022                    2021                   2022                    2021
Selected Income Statement Data:
Interest and dividend income                $        160,181           $   155,674          $       475,567           $   460,942
Interest expense                                      10,643                20,005                   33,819                63,854
Net interest income                                  149,538               135,669                  441,748               397,088
Provision for credit losses                            4,500                 2,700                   12,500                22,500
Net interest income after provision for              145,038                                        429,248               374,588
credit losses                                                              132,969
Non-interest income                                   28,774                23,887                   86,263                88,460
Non-interest expense                                  86,819                80,807                  257,269               232,650
Income before income tax expense                      86,993                76,049                  258,242               230,398
Income tax expense                                    25,170                22,404                   75,422                68,946
Net income                                  $         61,823           $    53,645          $       182,820           $   161,452
Net income attributable to common stock     $         61,823           $    53,645          $       182,820           $   161,262

Per Common Share Data:
Net income:
Basic                                       $           1.04           $      0.91          $          3.07           $      2.72
Diluted                                     $           1.02           $      0.89          $          3.02           $      2.67
Adjusted earnings (Non-GAAP)                $           1.05           $      0.92          $          3.12           $      2.76
Book value                                  $          26.58           $     22.72          $         26.58           $     22.72
Tangible book value (Non-GAAP)              $          23.51           $     20.44          $         23.51           $     20.44

Weighted average number of common shares
outstanding:
   Basic                                          59,542,128            59,118,884               59,476,488            59,225,409
   Diluted                                        60,611,959            60,482,733               60,605,486            60,453,220
Common shares outstanding at end of period        59,662,795            59,237,765               59,662,795            59,237,765
Common shares issued at end of period             68,617,410            67,902,239               68,617,410            67,902,239

Performance Ratios and Other Data:
Loan originations for investment            $      2,363,599           $ 1,189,750          $     6,981,749           $ 4,430,540
Loan originations for sale                  $        166,327           $   418,618          $       569,614           $ 1,349,683

Return on average assets                                1.59   %              1.52  %                  1.63   %              1.55  %
Return on average common stockholders'                                                                                      16.90  %
equity                                                 15.89   %             16.12  %                 16.33   %
Interest rate spread1                                   3.84   %              3.73  %                  3.93   %              3.69  %
Net interest margin2                                    4.02   %              3.96  %                  4.11   %              3.91  %
Net interest margin2 - Banking Business                                                                4.33   %              4.09  %
Segment                                                 4.21   %              4.23  %
Efficiency ratio3                                      51.26   %             50.64  %                 48.72   %             47.91  %
Efficiency ratio3 - Banking Business
Segment                                                39.79   %             42.33  %                 39.70   %             40.90  %

Asset Quality Ratios:
Net annualized charge-offs to average loans             0.05   %              0.03  %                  0.02   %              0.09  %
Non-performing loans to total loans                     1.05   %              1.14  %                  1.05   %              1.14  %
Non-performing assets to total assets                   0.87   %              0.96  %                  0.87   %              0.96  %
Allowance for credit losses - loans to
total loans held for investment at end of               1.08   %              1.16  %                  1.08   %              1.16  %

period


Allowance for credit losses - loans to                103.33   %            101.84  %                103.33   %            101.84  %

non-performing loans




1   Interest rate spread represents the difference between the annualized
weighted average yield on interest-earning assets and the annualized weighted
average
rate paid on interest-bearing liabilities.
2  Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.
3 Efficiency ratio represents non-interest expense as a percentage of the
aggregate of net interest income and non-interest income.

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RESULTS OF OPERATIONS

Comparison of the Three and Nine Months Ended March 31, 2022 and 2021



For the three months ended March 31, 2022, we had net income of $61.8 million
compared to net income of $53.6 million for the three months ended March 31,
2021. Net income attributable to common stockholders was $61.8 million or $1.02
per diluted share for the three months ended March 31, 2022 compared to net
income attributable to common shareholders of $53.6 million, or $0.89 per
diluted share for the three months ended March 31, 2021. For the nine months
ended March 31, 2022, we had net income of $182.8 million compared to net income
of $161.5 million for the nine months ended March 31, 2021. Net income
attributable to common stockholders was $182.8 million, or $3.02 per diluted
share for the nine months ended March 31, 2022 compared to net income
attributable to common shareholders of $161.3 million, or $2.67 per diluted
share for the nine months ended March 31, 2021.

Adjusted earnings and adjusted EPS, non-GAAP measures, which exclude
non-recurring costs related to mergers and acquisitions (including amortization
of intangible assets related to acquisitions), increased 15.2% to $63.8 million
and 14.1% to $1.05, respectively, for the quarter ended March 31, 2022 compared
to $55.4 million and $0.92, respectively, for the quarter ended March 31, 2021.
Adjusted earnings and adjusted EPS increased 13.3% to $189.0 million and 13.0%
to $3.12, respectively, for the nine months ended March 31, 2022 compared to
$166.8 million and $2.76, respectively, for the nine months ended March 31,
2021.

Net Interest Income
Net interest income for the three and nine months ended March 31, 2022 totaled
$149.5 million and $441.7 million, an increase of 10.2% and 11.2%, compared to
net interest income of $135.7 million and $397.1 million for the three and nine
months ended March 31, 2021, respectively. The increase for the three and nine
months were primarily due to increased average earnings assets from net loan
portfolio growth and reduced rates paid on interest-bearing demand and savings
deposits and time deposits, partially offset by reduced yields on interest
earning assets. During the three and nine months ended March 31, 2022, average
non-interest bearing deposits increased $2,001.2 million and $1,628.7 million,
respectively, primarily from the deposits acquired through the acquisition of
AAS.

Total interest and dividend income during the three and nine months ended
March 31, 2022 increased 2.9% to $160.2 million and 3.2% to $475.6 million,
compared to $155.7 million and $460.9 million during the three and nine months
ended March 31, 2021, respectively. The increase in interest and dividend income
for the three months ended March 31, 2022 was primarily attributable to the
growth in average earning assets from loan originations, partially offset by
reduced yields on loans. The average balance of loans increased by 10.7% for the
three months ended March 31, 2022 compared to the three months ended March 31,
2021. The increase in interest and dividend income for the nine months ended
March 31, 2022 was primarily attributable to the growth in average earning
assets from loan originations and securities borrowed and margin lending,
partially offset by reduced yields on loans and securities borrowed and margin
lending. The average balance of loans and securities borrowed increased by 8.2%
and 35.6%, respectively, for the nine months ended March 31, 2022 compared to
the nine months ended March 31, 2021.

Total interest expense was $10.6 million for the three months ended March 31,
2022, a decrease of $9.4 million or 46.8% as compared with the three months
ended March 31, 2021. Total interest expense was $33.8 million for the nine
months ended March 31, 2022, a decrease of $30.0 million or 47.0% as compared
with the nine months ended March 31, 2021. The decrease in the average cost of
funds rate for the three months ended March 31, 2022 compared to 2021 was
primarily due to 16 basis point decrease on interest-bearing demand and savings
deposits due to decreases in prevailing deposit rates across the industry and a
64 basis point decrease in the three month average rates paid on time deposits,
due to higher rate time deposits maturing. The decrease in the average cost of
funds rate for the nine months ended March 31, 2022 compared to 2021 was
primarily due to a 22 basis point decrease on interest-bearing demand and
savings deposits due to decreases in prevailing deposit rates across the
industry and a 71 basis point decrease in the nine month average rates paid on
time deposits, due to higher rate time deposits maturing. During the three and
nine months ended March 31, 2022, average non-interest bearing deposits
increased $2,001.2 million and $1,628.7 million, respectively, primarily from
the deposits acquired through the acquisition of AAS.

Net interest margin, defined as annualized net interest income divided by
average earning assets, increased 6 basis points to 4.02% for the three months
ended March 31, 2022 from 3.96% for the three months ended March 31, 2021, and
increased 20 basis points to 4.11% for the nine months ended March 31, 2022 from
3.91% for the nine months ended March 31, 2021. During the three and nine months
ended March 31, 2022, the primary contributors to the 6 and 20 basis point
increases, respectively, was the increase in non-interest bearing deposits which
increased $2,001.2 million and $1,628.7 million, respectively, primarily from
the deposits acquired through the acquisition of AAS and decreased rates on
interest-bearing deposits.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid



The following table presents information regarding (i) average balances;
(ii) the total amount of interest income from interest-earning assets and the
weighted average yields on such assets; (iii) the total amount of interest
expense on interest-bearing liabilities and the weighted average rates paid on
such liabilities; (iv) net interest income; (v) interest rate spread; and
(vi) net interest margin:

                                                                                                   For the Three Months Ended
                                                                                                            March 31,
                                                                           2022                                                                   2021
                                                                     Interest             Average Yields                                    Interest             Average Yields
                                                 Average             Income/               Earned/Rates                 Average             Income/               Earned/Rates

(Dollars in thousands)                          Balance1             Expense                   Paid2                   Balance1             Expense                   Paid2
Assets:
Loans3, 4                                    $ 12,842,705          $ 153,873                          4.79  %       $ 11,600,551          $ 147,936                          5.10  %
Interest-earning deposits in other financial
institutions                                    1,286,665                671                          0.21  %          1,267,091                482                          0.15  %
Mortgage-backed and other investment
securities4                                       162,400              1,546                          3.81  %            214,712              2,590                          4.83  %
Securities borrowed and margin lending5           563,018              3,833                          2.72  %            616,774              4,453                          2.89  %
Stock of the regulatory agencies                   21,333                258                          4.84  %             20,612                213                          4.13  %
Total interest-earning assets                  14,876,121            160,181                          4.31  %         13,719,740            155,674                          4.54  %
Non-interest-earning assets                       731,997                                                                413,297
Total assets                                 $ 15,608,118                                                           $ 14,133,037
Liabilities and Stockholders' Equity:
Interest-bearing demand and savings          $  6,922,600          $   3,808                          0.22  %       $  7,083,540          $   6,691                          0.38  %
Time deposits                                   1,194,452              3,116                          1.04  %          1,748,271              7,343                          1.68  %
Securities loaned                                 365,808                152                          0.17  %            443,502                453                          0.41  %

Advances from the FHLB                            289,289                973                          1.35  %            194,564                992                          2.04  %
Borrowings, subordinated notes and
debentures                                        295,910              2,594                          3.51  %            413,858              4,526                          4.37  %
Total interest-bearing liabilities              9,068,059             10,643                          0.47  %          9,883,735             20,005                          0.81  %
Non-interest-bearing demand deposits            4,210,508                                                              2,209,297
Other non-interest-bearing liabilities            772,800                                                                708,542
Stockholders' equity                            1,556,751                                                              1,331,463
Total liabilities and stockholders' equity   $ 15,608,118                                                           $ 14,133,037
Net interest income                                                $ 149,538                                                              $ 135,669
Interest rate spread6                                                                                 3.84  %                                                                3.73  %
Net interest margin7                                                                                  4.02  %                                                                3.96  %


1Average balances are obtained from daily data.
2Annualized.
3Loans include loans held for sale, loan premiums and unearned fees.
4Interest income includes reductions for amortization of loan and investment
securities premiums and earnings from accretion of discounts and loan fees. Loan
fee income is not significant. Loans include average balances of $26.3 million
and $27.1 million of Community Reinvestment Act loans which are taxed at a
reduced rate for the 2022 and 2021 three-month periods, respectively.
5Margin lending is the significant component of the asset titled customer,
broker-dealer and clearing receivables on the unaudited condensed consolidated
balance sheets.
6Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate paid on
interest-bearing liabilities.
7Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.




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Average Balances, Net Interest Income, Yields Earned and Rates Paid



The following table presents information regarding (i) average balances;
(ii) the total amount of interest income from interest-earning assets and the
weighted average yields on such assets; (iii) the total amount of interest
expense on interest-bearing liabilities and the weighted average rates paid on
such liabilities; (iv) net interest income; (v) interest rate spread; and
(vi) net interest margin:

                                                                                                    For the Nine Months Ended
                                                                                                            March 31,
                                                                           2022                                                                   2021
                                                                     Interest             Average Yields                                    Interest             Average Yields
                                                 Average             Income/               Earned/Rates                 Average             Income/               Earned/Rates

(Dollars in thousands)                          Balance1             Expense                   Paid2                   Balance1             Expense                   Paid2
Assets:
Loans3, 4                                    $ 12,202,523          $ 452,518                          4.94  %       $ 11,281,748          $ 436,445                          5.16  %
Interest-earning deposits in other financial
institutions                                    1,232,100              1,904                          0.21  %          1,491,437              1,482                          0.13  %
Mortgage-backed and other investment
securities4                                       152,623              4,304                          3.76  %            202,327              8,184                          5.39  %
Securities borrowed and margin lending5           718,956             16,050                          2.98  %            530,384             14,196                          3.57  %
Stock of the regulatory agencies                   20,845                791                          5.06  %             20,611                635                          4.11  %
Total interest-earning assets                  14,327,047            475,567                          4.43  %         13,526,507            460,942                          4.54  %
Non-interest-earning assets                       624,184                                                                379,629
Total assets                                 $ 14,951,231                                                           $ 13,906,136
Liabilities and Stockholders' Equity:
Interest-bearing demand and savings          $  6,683,286          $  11,674                          0.23  %       $  7,117,471          $  23,913                          0.45  %
Time deposits                                   1,297,870             10,767                          1.11  %          1,889,983             25,770                          1.82  %
Securities loaned                                 489,189                621                          0.17  %            380,035                832                          0.29  %

Advances from the FHLB                            285,547              2,962                          1.38  %            224,119              3,690                          2.20  %
Borrowings, subordinated notes and
debentures                                        264,523              7,795                          3.93  %            366,407              9,649                          3.51  %
Total interest-bearing liabilities              9,020,415             33,819                          0.50  %          9,978,015             63,854                          0.85  %
Non-interest-bearing demand deposits            3,678,067                                                              2,049,366
Other non-interest-bearing liabilities            760,083                                                                603,999
Stockholders' equity                            1,492,666                                                              1,274,756
Total liabilities and stockholders' equity   $ 14,951,231                                                           $ 13,906,136
Net interest income                                                $ 441,748                                                              $ 397,088
Interest rate spread6                                                                                 3.93  %                                                                3.69  %
Net interest margin7                                                                                  4.11  %                                                                3.91  %


1Average balances are obtained from daily data.
2Annualized.
3Loans include loans held for sale, loan premiums and unearned fees.
4Interest income includes reductions for amortization of loan and investment
securities premiums and earnings from accretion of discounts and loan fees. Loan
fee income is not significant. Loans include average balances of $26.5 million
and $27.3 million of Community Reinvestment Act loans which are taxed at a
reduced rate for the 2022 and 2021 nine-month periods, respectively.
5Margin lending is the significant component of the asset titled customer,
broker-dealer and clearing receivables on the unaudited condensed consolidated
balance sheets.
6Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate paid on
interest-bearing liabilities.
7Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table sets forth the effects of changing rates and volumes on our
net interest income. Information is provided with respect to (i) effects on
interest income and interest expense attributable to changes in volume (changes
in volume multiplied by prior rate); (ii) effects on interest income and
interest expense attributable to changes in rate (changes in rate multiplied by
prior volume). The change in interest due to both volume and rate has been
allocated proportionally to both, based on their relative absolute values.
                                                      For the Three Months Ended                          For the Nine Months Ended
                                                              March 31,                                           March 31,
                                                             2022 vs 2021                                        2022 vs 2021
                                                      Increase (Decrease) Due to                          Increase (Decrease) Due to
                                                                                                  Total                                                           Total
                                                                                                Increase                                                        Increase
(Dollars in thousands)                            Volume                Rate                   (Decrease)            Volume              Rate                  (Decrease)
Increase / (decrease) in interest income:
Loans                                        $       15,257          $ (9,320)               $      5,937          $ 35,013          $ (18,940)               $   16,073

Interest-earning deposits in other financial
institutions                                              7               182                         189              (301)               723                       422
Mortgage-backed and other investment
securities                                             (559)             (485)                     (1,044)           (1,739)            (2,141)                   (3,880)
Securities borrowed and margin lending                 (370)             (250)                       (620)            4,470             (2,616)                    1,854
Stock of the regulatory agencies                          7                38                          45                 7                149                       156
                                             $       14,342          $ (9,835)               $      4,507          $ 37,450          $ (22,825)               $   14,625
Increase / (decrease) in interest expense:
Interest-bearing demand and savings          $         (148)         $ (2,735)               $     (2,883)         $ (1,357)         $ (10,882)               $  (12,239)
Time deposits                                        (1,919)           (2,308)                     (4,227)           (6,682)            (8,321)                  (15,003)
Securities loaned                                       (70)             (231)                       (301)              194               (405)                     (211)

Advances from the FHLB                                  385              (404)                        (19)              860             (1,588)                     (728)
Borrowings, subordinated notes and
debentures                                           (1,143)             (789)                     (1,932)           (2,910)             1,056                    (1,854)
                                             $       (2,895)         $ (6,467)               $     (9,362)         $ (9,895)         $ (20,140)
           $  (30,035)



Provision for Credit Losses

The provision for credit losses was $4.5 million for the three months ended
March 31, 2022 compared to $2.7 million for the three months ended March 31,
2021. The provision for credit losses was $12.5 million for the nine months
ended March 31, 2022 compared to $22.5 million for the nine months ended
March 31, 2021. The increase in the provision for the three months ended
March 31, 2022 was due to growth in the loan portfolio. The decrease in the
provision for the nine months ended March 31, 2022 was due to favorable changes
in economic and business conditions resulting from reduced levels of disruptions
from the COVID-19 pandemic between March 31, 2021 and March 31, 2022, partially
offset by loan growth and changes in loan mix. Provisions for credit losses are
charged to income to bring the allowance for credit losses - loans to a level
deemed appropriate by management based on the factors discussed under "Financial
Condition-Asset Quality and Allowance for Credit Losses - Loans."




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Non-Interest Income



The following table sets forth information regarding our non-interest income for
the periods shown:

                                                          For the Three Months Ended                                 For the Nine Months Ended
                                                                   March 31,                                                 March 31,
(Dollars in thousands)                            2022                2021             Inc (Dec)             2022              2021            Inc (Dec)

Prepayment penalty fee income                $    2,793            $  1,342          $    1,451          $   9,073          $  4,289          $   4,784
Gain on sale - other                                 61                 214                (153)               106               704               (598)
Mortgage banking income                           5,729               9,037              (3,308)            15,594            39,255            (23,661)
Broker-dealer fee income                         12,913               7,942               4,971             39,046            19,931             19,115
Banking and service fees                          7,278               5,352               1,926             22,444            24,281             (1,837)
Total non-interest income                    $   28,774            $ 23,887          $    4,887          $  86,263          $ 88,460          $  (2,197)


Non-interest income increased $4.9 million to $28.8 million for the three months
ended March 31, 2022 compared to the three months ended March 31, 2021. The
increase was primarily the result of a $5.0 million increase in broker-dealer
fee income driven by custody and mutual fund fees earned by the newly acquired
AAS division, an increase of $1.9 million in banking and service fees, and an
increase of $1.5 million in prepayment penalty fee income, partially offset by a
decrease of $3.3 million in mortgage banking income. Mortgage banking income for
the three months ended March 31, 2022 included a mortgage servicing rights fair
market value adjustment of approximately $3.0 million due to expected higher
interest rates and slower mortgage prepayments. The fair value adjustment for
the three months ended March 31, 2021 was $0.5 million. Non-interest income
decreased $2.2 million to $86.3 million for the nine months ended March 31, 2022
compared to the nine months ended March 31, 2021. The change was primarily the
result of a $23.7 million decrease in mortgage banking income and a $1.8 million
decrease in banking and service fees, from Emerald Prepaid Mastercard® and
Refund Transfer products associated with H&R Block that did not recur in the
nine months ended March 31, 2022, partially offset by a $19.1 million increase
in broker-dealer fee income driven by custody and mutual fund fees earned by the
newly acquired AAS division and an increase of $4.8 million in prepayment
penalty fee income.




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Non-Interest Expense



  The following table sets forth information regarding our non-interest expense
for the periods shown:

                                                      For the Three Months Ended                                 For the Nine Months Ended
                                                               March 31,                                                 March 31,
(Dollars in thousands)                        2022                2021             Inc (Dec)             2022               2021            Inc (Dec)
Salaries and related costs               $   43,133            $ 38,545

$ 4,588 $ 123,849 $ 115,367 $ 8,482 Data processing

                              12,274              10,171               2,103             36,565             27,772              8,793
Advertising and promotional                   3,357               4,261                (904)            10,131             10,600               (469)
Depreciation and amortization                 6,061               5,865                 196             18,574             17,913                661
Professional services                         4,346               5,712              (1,366)            14,834             17,340             (2,506)
Occupancy and equipment                       3,742               3,096                 646             10,265              9,239              1,026
FDIC and regulatory fees                      3,115               3,107                   8              7,856              8,400               (544)

Broker-dealer clearing charges                3,561               3,278                 283             11,244              7,986              3,258
General and administrative expense            7,230               6,772                 458             23,951             18,033              5,918
Total non-interest expenses              $   86,819            $ 80,807

$ 6,012 $ 257,269 $ 232,650 $ 24,619




Non-interest expense, which is comprised of compensation, data processing,
depreciation and amortization, advertising and promotional, professional
services, occupancy and equipment, FDIC and regulatory fees, broker-dealer
clearing charges and other operating expenses, was $86.8 million for the three
months ended March 31, 2022, compared to $80.8 million for the three months
ended March 31, 2021. Non-interest expense was $257.3 million for the nine
months ended March 31, 2022, up from $232.7 million for the nine months ended
March 31, 2021. The increases for the three and nine months ended March 31, 2022
were generally due to the addition of AAS and the expansion of Bank operations
specifically in areas related to lending and deposits.

Total salaries and related costs increased $4.6 million to $43.1 million for the
three months ended March 31, 2022 compared to $38.5 million for the three months
ended March 31, 2021 and increased $8.5 million to $123.8 million for the nine
months ended March 31, 2022 compared to $115.4 million for the nine months ended
March 31, 2021. The increases in compensation expense for the three and nine
months ended March 31, 2022 were primarily due to increased staffing levels as a
result of the AAS acquisition. Our staff increased to 1,294 from 1,152, or 12.3%
between March 31, 2022 and 2021.

Data processing expense increased $2.1 million for the three months ended March 31, 2022 compared to three months ended March 31, 2021, and increased $8.8 million for the nine months ended March 31, 2022 compared to the nine month period ended March 31, 2021, primarily due to enhancements to customer interfaces and the Company's core processing systems.



Advertising and promotional expense decreased $0.9 million and $0.5 million for
the three and nine months ended March 31, 2022, compared to the three and nine
months ended March 31, 2021, respectively. Fluctuations are mainly the result of
changes in mortgage lead generation and deposit marketing costs.

Depreciation and amortization expense increased $0.2 million and $0.7 million
for the three and nine months ended March 31, 2022, compared to the three and
nine months ended March 31, 2021, respectively. The increases for the three and
nine months ended March 31, 2022 were primarily due to amortization of
intangibles as a result of the AAS acquisition and depreciation on lending
platform enhancements and infrastructure development.

Professional services expense decreased $1.4 million and decreased $2.5 million
for the three and nine months ended March 31, 2022, compared to the three and
nine months ended March 31, 2021, respectively. Professional services charges
decreased due primarily to lower legal expense during the three and nine months
ended March 31, 2022.

Occupancy and equipment expense increased by $0.6 million and $1.0 million for
the three and nine months ended March 31, 2022 compared to the three and nine
months ended March 31, 2021, respectively. The changes for the three and nine
months ended March 31, 2022 are primarily due to annual cost increases in our
office space lease agreements and the addition of an assumed office space lease
for our AAS employees.

Our cost of FDIC and regulatory fees was flat and decreased $0.5 million for the
three and nine months ended March 31, 2022, compared to the three and nine month
period last year, respectively. The decrease were due to favorable fluctuations
in the Bank's assessment rate. As an FDIC-insured institution, the Bank is
required to pay deposit insurance premiums to the FDIC.

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Broker-dealer clearing charges increased $0.3 million and $3.3 million for the
three and nine months ended March 31, 2022 compared to the three and nine months
ended March 31, 2021, respectively. The increases were attributable to the
acquisition of AAS and increased clearing charges due to higher activity during
the three and nine months ended March 31, 2022.

Other general and administrative costs increased by $0.5 million and $5.9
million for the three and nine months ended March 31, 2022, compared to the
three and nine months ended March 31, 2021, respectively. The increase in the
three months ended March 31, 2022 as compared to the three months ended
March 31, 2021 was primarily due to a $1.0 million provision to the unfunded
loan commitment liability. The increase in the nine months ended March 31, 2022
as compared to March 31, 2021 was primarily due to a $4.0 million provision to
the unfunded loan commitment liability and increased travel costs of $1.5
million.

Provision for Income Taxes



Our effective income tax rates (income tax provision divided by net income
before income tax) for the three months ended March 31, 2022 and 2021 were
28.93% and 29.46%, respectively. Our effective income tax rates for the nine
months ended March 31, 2022 and 2021 were 29.21% and 29.92%, respectively. The
change in effective income tax rates between periods are primarily the result of
changes in tax benefits from stock compensation.

SEGMENT RESULTS



Our Company determines reportable segments based on what separate financial
information is available and what segment results are evaluated regularly by the
Chief Executive Officer in deciding how to allocate resources and in assessing
performance. The Company operates through two operating segments: Banking
Business and Securities Business. In order to reconcile the two segments to the
unaudited condensed consolidated totals, the Company includes parent-only
activities and intercompany eliminations. The following tables present the
operating results of the segments:

                                                                            

For the Three Months Ended March 31, 2022


                                                        Banking             

Securities


(Dollars in thousands)                                 Business              Business             Corporate/Eliminations           Axos Consolidated
Net interest income                                 $    147,828          $      3,377          $                (1,667)         $          149,538
Provision for credit losses                                4,500                     -                                -                       4,500
Non-interest income                                       15,741                15,609                           (2,576)                     28,774
Non-interest expense                                      65,076                20,242                            1,501                      86,819
Income before taxes                                 $     93,993          $     (1,256)         $                (5,744)         $           86,993


                                                                                For the Three Months Ended March 31, 2021
                                                        Banking             

Securities


(Dollars in thousands)                                 Business              Business             Corporate/Eliminations           Axos Consolidated
Net interest income                                 $    135,096          $      3,847          $                (3,274)         $          135,669
Provision for credit losses                                2,700                     -                                -                       2,700
Non-interest income                                       16,201                 8,369                             (683)                     23,887
Non-interest expense                                      64,040                13,282                            3,485                      80,807
Income before taxes                                 $     84,557          $     (1,066)         $                (7,442)         $           76,049


                                                                                   For the Nine Months Ended March 31, 2022
                                                                                Securities
(Dollars in thousands)                               Banking Business            Business             Corporate/Eliminations           Axos Consolidated
Net interest income                                 $    432,328              $     14,059          $                (4,639)         $          441,748
Provision for credit losses                               12,500                         -                                -                      12,500
Non-interest income                                       46,864                    45,169                           (5,770)                     86,263
Non-interest expense                                     190,250                    61,169                            5,850                     257,269
Income before taxes                                 $    276,442              $     (1,941)         $               (16,259)         $          258,242


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                                                                                   For the Nine Months Ended March 31, 2021
                                                                                Securities
(Dollars in thousands)                               Banking Business            Business             Corporate/Eliminations           Axos Consolidated
Net interest income                                 $    390,268              $     13,002          $                (6,182)         $          397,088
Provision for credit losses                               22,500                         -                                -                      22,500
Non-interest income                                       68,708                    20,725                             (973)                     88,460
Non-interest expense                                     187,733                    35,946                            8,971                     232,650
Income before taxes                                 $    248,743              $     (2,219)         $               (16,126)         $          230,398


Banking Business

For the three months ended March 31, 2022, our Banking Business segment had
income before taxes of $94.0 million compared to income before taxes of $84.6
million for the three months ended March 31, 2021. For the nine months ended
March 31, 2022, we had income before taxes of $276.4 million compared to income
before taxes of $248.7 million for the nine months ended March 31, 2021. For the
three months ended March 31, 2021, the increase in income before taxes was
mainly due to an increase in net interest income primarily from a decline in
rates of interest-bearing demand and savings deposits and time deposits,
partially offset by a decrease in mortgage banking, compared to the three months
ended March 31, 2021. For the nine months ended March 31, 2021, the increase in
income before taxes was mainly due to an increase in net interest income
primarily from a decline in rates of interest-bearing demand and savings
deposits and time deposits and a decrease in provision for credit losses,
partially offset by a decrease in mortgage banking, compared to the nine months
ended March 31, 2021.

We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment:



                                                At or for the Three Months Ended                     At or for the Nine Months Ended
                                            March 31, 2022            March 31, 2021            March 31, 2022            March 31, 2021
Efficiency ratio                                     39.79  %                  42.33  %                  39.70  %                  40.90  %
Return on average assets                              1.84  %                   1.81  %                   1.89  %                   1.80  %
Interest rate spread                                  4.06  %                   4.05  %                   4.17  %                   3.90  %
Net interest margin                                   4.21  %                   4.23  %                   4.33  %                   4.09  %


Our Banking Business segment's net interest margin exceeds our consolidated net
interest margin. Our consolidated net interest margin includes certain items
that are not reflected in the calculation of our net interest margin within our
Banking Business and reduce our consolidated net interest margin, such as the
borrowing costs at our Parent Company and the yields and costs associated with
certain items within interest-earning assets and interest-bearing liabilities in
our Securities Business, including items related to securities financing
operations that typically decrease net interest margin.


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Average Balances, Net Interest Income, Yields Earned and Rates Paid



The following table presents our Banking Business segment's information
regarding (i) average balances; (ii) the total amount of interest income from
interest-earning assets and the weighted average yields on such assets;
(iii) the total amount of interest expense on interest-bearing liabilities and
the weighted average rates paid on such liabilities; (iv) net interest income;
(v) interest rate spread; and (vi) net interest margin:

                                                                                                   For the Three Months Ended
                                                                                                            March 31,
                                                                           2022                                                                   2021
                                                                     Interest             Average Yields                                    Interest             Average Yields
                                                 Average             Income/               Earned/Rates                 Average             Income/               Earned/Rates

(Dollars in thousands)                          Balance1             Expense                   Paid2                   Balance1             Expense                   Paid2
Assets:
Loans3, 4                                    $ 12,804,231          $ 153,363                          4.79  %       $ 11,556,228          $ 147,264                          5.10  %
Interest-earning deposits in other financial
institutions                                    1,042,552                483                          0.19  %            949,259                230                           0.10 %
Mortgage-backed and other investment
securities4                                       185,952              1,661                          3.57  %            242,422              2,733                          4.51  %
Stock of the regulatory agencies                   18,215                258                          5.67  %             17,250                212                          4.92  %
Total interest-earning assets                  14,050,950            155,765                          4.43  %         12,765,159            150,439                          4.71  %
Non-interest-earning assets                       297,950                                                                161,541
Total assets                                 $ 14,348,900                                                           $ 12,926,700
Liabilities and Stockholders' Equity:
Interest-bearing demand and savings          $  6,999,385          $   3,848                          0.22  %       $  7,256,096          $   6,904                          0.38  %
Time deposits                                   1,194,452              3,116                          1.04  %          1,748,271              7,343                          1.68  %

Advances from the FHLB                            289,289                973                          1.35  %            194,564                992                          2.04  %
Borrowings, subordinated notes and
debentures                                             33                  -                             -  %            120,037                104                           0.35 %
Total interest-bearing liabilities              8,483,159              7,937                          0.37  %          9,318,968             15,343                          0.66  %
Non-interest-bearing demand deposits            4,269,702                                                              2,239,439
Other non-interest-bearing liabilities            135,237                                                                119,605
Stockholders' equity                            1,460,802                                                              1,248,688
Total liabilities and stockholders' equity   $ 14,348,900                                                           $ 12,926,700
Net interest income                                                $ 147,828                                                              $ 135,096
Interest rate spread5                                                                                 4.06  %                                                                4.05  %
Net interest margin6                                                                                  4.21  %                                                                4.23  %


1Average balances are obtained from daily data.
2Annualized.
3Loans include loans held for sale, loan premiums and unearned fees.
4Interest income includes reductions for amortization of loan and investment
securities premiums and earnings from accretion of discounts and loan fees. Loan
fee income is not significant. Loans include average balances of $26.3 million
and $27.1 million of Community Reinvestment Act loans which are taxed at a
reduced rate for the 2022 and 2021 three-month periods, respectively.
5Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate paid on
interest-bearing liabilities.
6Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.





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Average Balances, Net Interest Income, Yields Earned and Rates Paid



The following table presents our Banking Business segment's information
regarding (i) average balances; (ii) the total amount of interest income from
interest-earning assets and the weighted average yields on such assets;
(iii) the total amount of interest expense on interest-bearing liabilities and
the weighted average rates paid on such liabilities; (iv) net interest income;
(v) interest rate spread; and (vi) net interest margin:

                                                                                                    For the Nine Months Ended
                                                                                                            March 31,
                                                                           2022                                                                   2021
                                                                     Interest             Average Yields                                    Interest             Average Yields
                                                 Average             Income/               Earned/Rates                 Average             Income/               Earned/Rates

(Dollars in thousands)                          Balance1             Expense                   Paid2                   Balance1             Expense                   Paid2
Assets:
Loans3, 4                                    $ 12,163,066          $ 451,166                          4.95  %       $ 11,234,740          $ 434,269                          5.15  %
Interest-earning deposits in other financial
institutions                                      961,393              1,196                          0.17  %          1,245,733                946                           0.10 %
Mortgage-backed and other investment
securities4                                       176,570              4,665                          3.52  %            233,946              8,661                          4.94  %
Stock of the regulatory agencies                   17,811                788                          5.90  %             17,250                631                          4.88  %
Total interest-earning assets                  13,318,840            457,815                          4.58  %         12,731,669            444,507                          4.66  %
Non-interest-earning assets                       295,401                                                                157,825
Total assets                                 $ 13,614,241                                                           $ 12,889,494
Liabilities and Stockholders' Equity:
Interest-bearing demand and savings          $  6,742,803          $  11,758                          0.23  %       $  7,248,839          $  24,413                          0.45  %
Time deposits                                   1,297,870             10,767                          1.11  %          1,889,983             25,770                          1.82  %

Advances from the FHLB                            285,547              2,962                          1.38  %            224,119              3,690                          2.20  %
Borrowings, subordinated notes and
debentures                                            113                  -                             -  %            139,925                366                          0.35  %
Total interest-bearing liabilities              8,326,333             25,487                          0.41  %          9,502,866             54,239                          0.76  %
Non-interest-bearing demand deposits            3,760,771                                                              2,070,747
Other non-interest-bearing liabilities            142,212                                                                127,079
Stockholders' equity                            1,384,925                                                              1,188,802
Total liabilities and stockholders' equity   $ 13,614,241                                                           $ 12,889,494
Net interest income                                                $ 432,328                                                              $ 390,268
Interest rate spread5                                                                                 4.17  %                                                                3.90  %
Net interest margin6                                                                                  4.33  %                                                                4.09  %


1Average balances are obtained from daily data.
2Annualized.
3Loans include loans held for sale, loan premiums and unearned fees.
4Interest income includes reductions for amortization of loan and investment
securities premiums and earnings from accretion of discounts and loan fees. Loan
fee income is not significant. Loans include average balances of $26.5 million
and $27.3 million of Community Reinvestment Act loans which are taxed at a
reduced rate for the 2022 and 2021 nine-month periods, respectively.
5Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate paid on
interest-bearing liabilities.
6Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.



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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table sets forth the effects of changing rates and volumes on our
net interest income for our Banking Business segment. Information is provided
with respect to (i) effects on interest income and interest expense attributable
to changes in volume (changes in volume multiplied by prior rate); (ii) effects
on interest income and interest expense attributable to changes in rate (changes
in rate multiplied by prior volume). The change in interest due to both volume
and rate has been allocated proportionally to both, based on their relative
absolute values.
                                                      For the Three Months Ended                                 For the Nine Months Ended
                                                              March 31,                                                  March 31,
                                                             2022 vs 2021                                               2022 vs 2021
                                                      Increase (Decrease) Due to                                 Increase (Decrease) Due to
                                                                                              Total                                                           Total
                                                                                             Increase                                                       Increase
(Dollars in thousands)                            Volume                Rate                (Decrease)           Volume              Rate           

(Decrease)


Increase / (decrease) in interest income:
Loans                                        $       15,364          $ (9,265)            $     6,099          $ 34,423          $ (17,526)

$ 16,897



Interest-earning deposits in other financial
institutions                                             25               228                     253              (260)               510                       250
Mortgage-backed and other investment
securities                                             (566)             (506)                 (1,072)           (1,840)            (2,156)          

(3,996)


Stock of the regulatory agencies, at cost                13                33                      46                22                135                       157
                                             $       14,836          $ (9,510)            $     5,326          $ 32,345          $ (19,037)               $   13,308
Increase / (decrease) in interest expense:
Interest-bearing demand and savings          $         (237)         $ (2,819)            $    (3,056)         $ (1,581)         $ (11,074)               $  (12,655)
Time deposits                                        (1,919)           (2,308)                 (4,227)           (6,682)            (8,321)                  (15,003)

Advances from the FHLB                                  385              (404)                    (19)              860             (1,588)                     (728)
Borrowings, subordinated notes and
debentures                                              (52)              (52)                   (104)             (183)              (183)                     (366)
                                             $       (1,823)         $ (5,583)            $    (7,406)         $ (7,586)         $ (21,166)               $  (28,752)


The Banking Business segment's net interest income for the three and nine months
ended March 31, 2022 totaled $147.8 million and $432.3 million, an increase of
9.4% and an increase of 10.8%, compared to net interest income of $135.1 million
and $390.3 million for the three and nine months ended March 31, 2021,
respectively. The increase for the three and nine months ended March 31, 2022
was primarily due to the reduction in the rates paid on interest-bearing demand
and savings deposits, and increased interest income due to growth in the loan
portfolio, partially offset by reduced yields on interest earning assets.

The Banking Business segment's non-interest income decreased $0.5 million to
$15.7 million and decreased $21.8 million to $46.9 million for the three and
nine months ended March 31, 2022 compared to the three and nine months ended
March 31, 2021, respectively. The $0.5 million decrease for the three months
ended March 31, 2022 compared to the three months ended March 31, 2021, was
mainly the result of decreased mortgage banking income of $3.3 million and
partially offset by increases in banking and service fees of $1.6 million and
prepayment penalty fee income of $1.5 million. The $21.8 million decrease for
the nine months ended March 31, 2022 compared to the nine months ended March 31,
2021, was mainly the result of decreased mortgage banking income of $23.7
million and decreased banking and service fees of $2.4 million from Emerald
Prepaid Mastercard® and Refund Transfer products associated with H&R Block that
did not recur for the nine months ended March 31, 2022, partially offset by
increases in prepayment penalty fee income of $4.8 million.

The Banking Business segment's non-interest expense for the three and nine
months ended March 31, 2022 increased $1.0 million and $2.5 million,
respectively, compared to the three and nine months ended March 31, 2021. For
the three months ended March 31, 2022 compared to the three months ended
March 31, 2021, non-interest expense increased $1.0 million mainly the result of
a $1.5 million increase in data processing and a $1.0 million increase in
salaries and related costs, partially offset by a $1.0 million decrease in
depreciation and amortization. For the nine months ended March 31, 2022 compared
to the nine months ended March 31, 2021, the $2.5 million increase was primarily
due to a $5.7 million increase in other general and administrative expenses, a
$6.2 million increase in data processing expense, and a $3.8 million increase in
advertising and promotional expense, partially offset by a $5.4 million decrease
of salaries and related expenses, a $2.9 million decrease in professional fees,
a $2.4 million decrease in depreciation and amortization, and a $1.1 million
decrease in regulatory fees.

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Securities Business



For the three months ended March 31, 2022, our Securities Business segment had a
loss before taxes of $1.3 million compared to a loss before taxes of $1.1
million for the three months ended March 31, 2021. For the nine months ended
March 31, 2022, our Securities Business segment had a loss before taxes of $1.9
million compared to a loss before taxes of $2.2 million for the nine months
ended March 31, 2021.

Net interest income for the three months ended March 31, 2022, decreased $0.5
million to $3.4 million compared to the three months ended March 31, 2021. Net
interest income for the nine months ended March 31, 2022 increased $1.1 million
to $14.1 million compared to the nine months ended March 31, 2021. The changes
were primarily a result of fluctuations in the average interest-earning balance
of securities borrowed and margin lending. In the Securities Business, interest
is earned through margin loan balances, securities borrowed, and cash deposit
balances. Interest expense is incurred from cash borrowed through bank lines and
securities lending.

Non-interest income during the three months ended March 31, 2022, increased $7.2
million to $15.6 million compared to the three months ended March 31, 2021. The
increases were primarily $7.7 million attributable to the addition of AAS
custody and mutual funds fees, an increase of $2.3 million in fees earned on
FDIC insured bank deposits, partially offset by a decrease of $1.8 million in
correspondent fees, and a decrease of $1.2 million of clearing and custodial
related fees. Non-interest income during the nine months ended March 31, 2022
increased $24.4 million to $45.2 million compared to the nine months ended
March 31, 2021. The increases were primarily $21.1 million attributable to the
addition of AAS custody and mutual funds fees, an increase of $4.3 million in
fees earned on FDIC insured bank deposits, partially offset by a decrease of
$0.9 million in correspondent fees, a decrease of $0.6 million of clearing and
custodial related fees.

Non-interest expense increased $7.0 million to $20.2 million for the three
months ended March 31, 2022 from the $13.3 million for the three months ended
March 31, 2021. The increase was primarily related to an increase of $3.0
million in salaries and related expenses related to staffing and the acquisition
of AAS, an increase of $1.2 million depreciation and amortization expense, an
increase of $0.9 million in occupancy and equipment, an increase of $0.7 million
in data processing. Non-interest expense increased $25.2 million to $61.2
million for the nine months ended March 31, 2022, from $35.9 million for the
nine months ended March 31, 2021. The increase was primarily related to an
increase of $12.1 million in salaries and related expenses related to staffing
and the acquisition of AAS, an increase of $3.3 million in broker-dealer
clearing charges, an increase of $2.9 million depreciation and amortization
expense, an increase of $2.5 million in data processing, an increase of $2.0
million occupancy and equipment expense, and an increase of $1.0 million
advertising and promotional expense. The increases were primarily the result of
the addition of AAS.

Selected information concerning the Securities segment follows as of and for the
three months ended:

                                                                           March 31,
(Dollars in thousands)                                           2022                     2021
Compensation as a % of net revenue                                   36.7  %                  32.4  %
FDIC insured program balances (end of period)             $       824,494          $       794,614
Customer margin balances (end of period)                  $       294,983          $       310,695
Customer funds on deposit, including short credits (end
of period)                                                $       250,966          $       294,903

Clearing:
Total tickets                                                   1,495,617                1,998,293
Correspondents (end of period)                                         68                       64

Securities lending:
Interest-earning assets - stock borrowed (end of period)  $       274,644          $       543,538
Interest-bearing liabilities - stock loaned (end of
period)                                                   $       447,748          $       649,837


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FINANCIAL CONDITION

Balance Sheet Analysis

Total assets increased $1.8 billion, or 12.7%, to $16.1 billion, as of March 31,
2022, up from $14.3 billion at June 30, 2021. The increase in total assets was
mainly due to an increase of $1.7 billion in net loans held for investment, an
increase of $211.5 million in cash and cash equivalents, and an increase of
$140.7 million in customer, broker-dealer and clearing receivables, partially
offset by a decrease of $344.4 million in securities borrowed. Total liabilities
increased $1.6 billion, primarily due to growth in deposits of $1.9 billion,
partially offset by a decrease of $201.0 million in advances from the FHLB and a
decrease of $281.2 million in securities loaned.

Loans



Net loans held for investment increased 14.7% to $13.1 billion as of March 31,
2022 from $11.4 billion at June 30, 2021. The increase in the loan portfolio was
primarily due to growth in demand for commercial real estate and C&I loans.

The following table sets forth the composition of the loan portfolio as of the
dates indicated:

                                              March 31, 2022                  June 30, 2021
(Dollars in thousands)                     Amount          Percent         Amount         Percent
Single Family - Mortgage & Warehouse   $   3,972,103        30.0  %    $  4,359,472        37.8  %
Multifamily and Commercial Mortgage        2,662,517        20.1  %       2,470,454        21.4  %
Commercial Real Estate                     4,293,032        32.5  %       3,180,453        27.5  %
Commercial & Industrial - Non-RE           1,780,545        13.4  %       1,123,869         9.7  %
Auto & Consumer                              521,936         3.9  %         362,180         3.1  %
Other                                         16,125         0.1  %          58,316         0.5  %
Total gross loans                         13,246,258       100.0  %      11,554,744       100.0  %
Allowance for credit losses - loans         (143,372)                      

(132,958)


Unaccreted discounts and loan fees            (9,283)                        (6,972)
Total net loans                        $  13,093,603                   $ 11,414,814


The Bank originates some single family interest only loans with terms that
include repayments that are less than the repayments for fully amortizing loans.
The Bank's lending guidelines for interest only loans are adjusted for the
increased credit risk associated with these loans by requiring borrowers with
such loans to borrow at LTVs that are lower than standard amortizing ARM loans
and by calculating debt to income ratios for qualifying borrowers based upon a
fully amortizing payment, not the interest only payment. The Bank monitors and
performs reviews of interest only loans. Adverse trends reflected in the
Company's delinquency statistics, grading and classification of interest only
loans would be reported to management and the Board of Directors. As of
March 31, 2022, the Company had $1.1 billion of interest only mortgage loans.

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Asset Quality and Allowance for Loan and Lease Losses

Non-performing Assets



Non-performing loans are comprised of loans past due 90 days or more on
nonaccrual status and other nonaccrual loans. Non-performing assets include
non-performing loans plus other real estate owned and repossessed vehicles. At
March 31, 2022, our non-performing loans totaled $138.8 million, or 1.05% of
total gross loans and our non-performing loans and foreclosed assets or
"non-performing assets" totaled $139.3 million, or 0.87% of total assets.

Non-performing assets consisted of the following as of the dates indicated:



(Dollars in thousands)                               March 31, 2022          June 30, 2021           Inc (Dec)
Non-performing assets:
Non-accrual loans and leases:
Single Family - Mortgage & Warehouse                $      113,317          $     105,708          $    7,609
Multifamily and Commercial Mortgage                          9,667                 20,428             (10,761)
Commercial Real Estate                                      14,952                 15,839                (887)
Commercial & Industrial - Non-RE                                 -                  2,942              (2,942)
Auto & Consumer                                                446                    278                 168
Other                                                          372                      -                 372
Total non-performing loans                                 138,754         

      145,195              (6,441)
Foreclosed real estate                                           -                  6,547              (6,547)
Repossessed-Auto and RV                                        564                    235                 329
Total non-performing assets                         $      139,318

$ 151,977 $ (12,659) Total non-performing loans as a percentage of total loans

                                                         1.05  %                1.26  %            (0.21) %
Total non-performing assets as a percentage of
total assets                                                  0.87  %                1.07  %            (0.20) %


Total non-performing assets decreased from $152.0 million at June 30, 2021 to
$139.3 million at March 31, 2022. The decrease in non-performing assets of
approximately $12.7 million, was primarily attributable to resolutions of
multifamily, C&I - non-RE, and foreclosed real estate in response to improved
macro economic factors. Non-performing single-family loans increased by $7.6
million. The Company ended COVID-19 related forbearance for all single family
mortgage borrowers during the quarter ended September 30, 2020. Any forbearance
granted out of COVID-19 was for six months or less. The weighted-average LTV of
the non-performing single family mortgage loans was 57.2% as of March 31, 2022.

The Bank had no performing troubled debt restructurings as of March 31, 2022 and
June 30, 2021. A troubled debt restructuring is a concession made to a borrower
experiencing financial difficulties, typically permanent or temporary
modifications of principal and interest payments or an extension of maturity
dates. When a loan is delinquent and classified as a troubled debt
restructuring, no interest is accrued until the borrower demonstrates over time
(typically six months) that it can make payments. When a loan is considered a
troubled debt restructuring and is on nonaccrual, it is considered
non-performing and included in the table above.

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Allowance for Credit Losses - Loans



On July 1, 2020, the Company adopted ASC 326. The update replaces the historical
incurred loss model to a current expected loss model, resulting, generally, in
earlier recognition of loss. Refer to Note 1 - Summary of Significant Accounting
Policies in our Annual Report on Form 10-K for the fiscal year ended June 30,
2021 for greater detail on the accounting adoption along with detail of the
processes and approaches involved in determining the allowance for credit losses
under the new guidance.

The following table reflects management's allocation of the allowance for credit
losses - loans by loan category and the ratio of each loan category to total
loans as of the dates indicated:

                                                            March 31, 2022                                    June 30, 2021
                                                   Amount                 Allocation                 Amount                Allocation
                                                     of                    as a % of                   of                   as a % of
(Dollars in thousands)                            Allowance                Allowance               Allowance                Allowance
Single Family Real Estate                     $       21,789                      15.2  %       $      26,604                      20.0  %
Multifamily Real Estate                               13,818                       9.7  %              13,146                       9.9  %
Commercial Real Estate                                69,829                      48.7  %              57,928                      43.6  %
Commercial and Industrial - Non-RE                    26,268                      18.3  %              28,460                      21.4  %
Consumer and Auto                                     11,623                       8.1  %               6,519                       4.9  %
Other                                                     45                         -  %                 301                       0.2  %
Total                                         $      143,372                     100.0  %       $     132,958                     100.0  %



The provision for credit losses was $4.5 million for the three months ended
March 31, 2022 compared to $2.7 million for the three months ended March 31,
2021. The provision for credit losses was $12.5 million for the nine months
ended March 31, 2022 compared to $22.5 million for the nine months ended
March 31, 2021. The increase in the provision for the three months ended
March 31, 2022 was due to growth in the loan portfolio. The decrease in the
provision for the nine months ended March 31, 2022 was due to favorable changes
in economic and business conditions resulting from reduced levels of disruptions
from the COVID-19 pandemic between March 31, 2021 and March 31, 2022, partially
offset by loan growth and changes in loan mix. We believe that the lower average
LTV in the Bank's mortgage loan portfolio will continue to result in future
lower average mortgage loan charge-offs when compared to many other comparable
banks. The resolution of the Bank's existing other real estate owned and
non-performing loans should not have a significant adverse impact on our
operating results.

Investment Securities



Total investment securities were $229.9 million as of March 31, 2022, compared
with $189.3 million at June 30, 2021. During the nine months ended March 31,
2022, we purchased securities for $107.3 million and received principal
repayments of approximately $59.5 million in our available-for-sale portfolio.
The remainder of the change for the available-for-sale portfolio is attributable
to accretion and other activities.

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Deposits



Deposits increased a net $1.9 billion, or 17.7%, to $12.7 billion at March 31,
2022, from $10.8 billion at June 30, 2021. Non-interest bearing deposits
increased $1.7 billion, or 67.1%, to $4.1 billion at March 31, 2022, from June
30, 2021, primarily due to deposits provided by the AAS acquisition. Time
deposits decreased $471.4 million as higher costing time deposits were run off.

The following table sets forth the composition of the deposit portfolio as of
the dates indicated:

                                                   March 31, 2022                 June 30, 2021
(Dollars in thousands)                           Amount          Rate1          Amount         Rate1
Non-interest bearing                         $   4,135,278          -  %    $  2,474,424          -  %
Interest bearing:
Demand                                           4,247,543       0.19  %       3,369,845       0.15  %
Savings                                          3,308,736       0.23  %       3,458,687       0.21  %
Total interest-bearing demand and savings        7,556,279       0.21  %       6,828,532       0.18  %
Time deposits:
$250 and under2                                    726,161       1.19  %       1,070,139       1.30  %
Greater than $250                                  315,284       0.61  %         442,702       1.03  %
Total time deposits                              1,041,445       1.02  %       1,512,841       1.22  %
Total interest bearing2                          8,597,724       0.31  %       8,341,373       0.37  %
Total deposits                               $  12,733,002       0.21  %    $ 10,815,797       0.29  %


1 Based on weighted-average stated interest rates at end of period.
2 The total interest bearing includes brokered deposits of $803.0 million and
$621.4 million as of March 31, 2022 and June 30, 2021, respectively, of which
$250.0 million and $380.0 million, respectively, are time deposits classified as
$250 and under.

The following table sets forth the number of deposit accounts by type as of the
date indicated:

                                                      March 31, 2022               June 30, 2021              March 31, 2021
Non-interest bearing, prepaid and other                    40,958                             36,726               33,442
Checking and savings accounts                             344,176                            336,068              326,536
Time deposits                                               9,313                             12,815               14,430
Total number of deposit accounts                          394,447                            385,609                     374,408



Borrowings

The following table sets forth the composition of our borrowings and the interest rates at the dates indicated:



                                                   March 31, 2022                                  June 30, 2021                                  March 31, 2021
                                                                Weighted Average                            Weighted Average                                   Weighted Average
(Dollars in thousands)                     Balance                    Rate                Balance                 Rate                    Balance                    Rate

FHLB Advances                             $152,500                       2.30  %          $353,500                   1.18  %             $172,500                       2.26  %
Borrowings, subordinated
notes and debentures                       381,682                       4.54  %          221,358                     4.68 %              365,753                       3.23  %
Total borrowings                          $534,182                       3.90  %          $574,858                   2.53  %             $538,253                       2.92  %

Weighted average cost of
borrowings during the quarter                     2.44  %                                     2.93  %                                            3.63  %
Borrowings as a percent of
total assets                                      3.32  %                                     4.03  %                                            3.63  %


At March 31, 2022, total borrowings amounted to $534.2 million, down $40.7
million, or 7.1%, from June 30, 2021 and down $4.1 million or 0.8% from
March 31, 2021. Borrowings as a percent of total assets were 3.32%, 4.03% and
3.63% at March 31, 2022, June 30, 2021 and March 31, 2021, respectively.
Weighted average cost of borrowings during the quarter were 2.44%, 2.93% and
3.63% for the quarters ended March 31, 2022, June 30, 2021 and March 31, 2021,
respectively.

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We regularly use advances from the FHLB to manage our interest rate risk and, to
a lesser extent, manage our liquidity position. Generally, FHLB advances with
terms between three and ten years have been used to fund the purchase of single
family and multifamily mortgages and to provide us with interest rate risk
protection should rates rise.

Stockholders' Equity



Stockholders' equity increased $184.6 million to $1,585.6 million at March 31,
2022 compared to $1,400.9 million at June 30, 2021. The increase was the result
of our net income for the nine months ended March 31, 2022 of $182.8 million,
stock compensation expense of $6.0 million, partially offset by a $4.1 million
decrease in other comprehensive income, net of tax.

During the three and nine months ended March 31, 2022, the Company did not repurchase any common stock shares. The Company has $52.8 million remaining under the Board authorized stock repurchase program.

LIQUIDITY

Cash flow information is as follows:



                                              For the Nine Months Ended
                                                      March 31,
               (Dollars in thousands)          2022               2021
               Operating Activities       $      65,210      $    312,727
               Investing Activities       $  (1,719,834)     $ (1,126,045)
               Financing Activities       $   1,866,161      $    305,754


During the nine months ended March 31, 2022, we had net cash inflows from
operating activities of $65.2 million compared to inflows of $312.7 million for
the nine months ended March 31, 2021, primarily due to net income for each
period. Net operating cash inflows and outflows fluctuate primarily due to the
timing of the following: originations of loans held for sale, proceeds from loan
sales, securities borrowed and loaned, and customer, broker-dealer and clearing
receivables and payables, and changes in other assets and payables were the
primary drivers.

Net cash outflows from investing activities totaled $1,719.8 million for the
nine months ended March 31, 2022, while outflows totaled $1,126.0 million for
the nine months ended March 31, 2021. The increase in outflows was primarily due
to increased originations of loans partially offset by increased repayments on
loans and the $54.8 million acquisition of AAS.

Net cash inflows from financing activities totaled $1,866.2 million for the nine
months ended March 31, 2022, compared to net cash outflows from financing
activities of $305.8 million for the nine months ended March 31, 2021. The
primary driver behind the increase in net cash inflows was increased deposits
provided in part, by the acquisition of AAS and by the net proceeds of $148.1
million of subordinated notes in the nine months ended March 31, 2022.

During the nine months ended March 31, 2022, the Bank could borrow up to 40.0%
of its total assets from the FHLB. Borrowings are collateralized by the pledge
of certain mortgage loans and investment securities to the FHLB. At March 31,
2022, the Company had $1,562.2 million available immediately and $2,783.9
million available with additional collateral. At March 31, 2022, we also had two
unsecured federal funds purchase lines with two different banks totaling $175.0
million, under which no borrowings were outstanding.

The Bank has the ability to borrow short-term from the Federal Reserve Bank of
San Francisco Discount Window. At March 31, 2022, the Bank did not have any
borrowings outstanding and the amount available from this source was $2,800.6
million. The credit line is collateralized by consumer loans and mortgage-backed
securities.

Axos Clearing has a total of $170.0 million in uncommitted secured lines of
credit for borrowing as needed. As of March 31, 2022, there was $18.0 million
outstanding. These credit facilities bear interest at rates based on the Federal
Funds rate and are due upon demand.

Axos Clearing has a $75.0 million committed unsecured line of credit available
for limited purpose borrowing. As of March 31, 2022, there was $30.0 million
outstanding on this credit facility. This credit facility bears interest at
rates based on the Federal Funds rate and are due upon demand.

We believe our liquidity sources to be stable and adequate for our anticipated
needs and contingencies for the next 12 months and beyond. We believe we have
the ability to increase our level of deposits and borrowings to address our
liquidity needs for the foreseeable future.

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OFF-BALANCE SHEET COMMITMENTS



At March 31, 2022, we had commitments to originate loans with an aggregate
outstanding principal balance of $2,820.3 million, and commitments to sell loans
with an aggregate outstanding principal balance of $33.0 million. We have no
commitments to purchase loans, investment securities or any other unused lines
of credit.

At March 31, 2022 we had a commitment to fund an equity investment measured at
fair value of $10 million. At March 31, 2022, no amounts had been funded related
to the investment.

In the normal course of business, Axos Clearing's customer activities involve
the execution, settlement, and financing of various customer securities
transactions. These activities may expose Axos Clearing to off-balance-sheet
risk in the event the customer or other broker is unable to fulfill its
contracted obligations and Axos Clearing has to purchase or sell the financial
instrument underlying the contract at a loss. Axos Clearing's clearing
agreements with broker-dealers for which it provides clearing services requires
them to indemnify Axos Clearing if customers fail to satisfy their contractual
obligation.

CAPITAL RESOURCES AND REQUIREMENTS



Our Company and Bank are subject to regulatory capital adequacy requirements
promulgated by federal bank regulatory agencies. Failure by our Company or Bank
to meet minimum capital requirements could result in certain mandatory and
discretionary actions by regulators that could have a material adverse effect on
our unaudited condensed consolidated financial statements. The Federal Reserve
establishes capital requirements for our Company and the OCC has similar
requirements for our Bank. The following tables present regulatory capital
information for our Company and Bank. Information presented for March 31, 2022,
reflects the Basel III capital requirements that became effective January 1,
2015 for both our Company and Bank. Under these capital requirements and the
regulatory framework for prompt corrective action, our Company and Bank must
meet specific capital guidelines that involve quantitative measures of our
Company and Bank's assets, liabilities and certain off-balance-sheet items as
calculated under regulatory accounting practices. Our Company's and Bank's
capital amounts and classifications are also subject to qualitative judgments by
regulators about components, risk weightings and other factors.

Quantitative measures established by regulation require our Company and Bank to
maintain certain minimum capital amounts and ratios. Federal bank regulators
require our Company and Bank maintain minimum ratios of core capital to adjusted
average assets of 4.0%, common equity tier 1 capital to risk-weighted assets of
4.5%, tier 1 capital to risk-weighted assets of 6.0% and total risk-based
capital to risk-weighted assets of 8.0%. To be "well capitalized," our Company
and Bank must maintain minimum leverage, common equity tier 1 risk-based, tier 1
risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and
10.0%, respectively. At March 31, 2022, our Company and Bank met all the capital
adequacy requirements to which they were subject and were "well capitalized"
under the regulatory framework for prompt corrective action. Management believes
that no conditions or events have occurred since March 31, 2022 that would
materially adversely change the Company's and Bank's capital classifications.
From time to time, we may need to raise additional capital to support our
Company's and Bank's further growth and to maintain their "well capitalized"
status.

The Company and Bank elected the CECL 5-year transition guidance for calculating
regulatory capital ratios and the March 31, 2022 ratios include this election.
This guidance allows an entity to add back to capital 100% of the capital impact
from the day one CECL transition adjustment and 25% of subsequent increases to
the allowance for credit losses through June 30, 2023. This cumulative amount
will then be phased out of regulatory capital over the next three years.

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The Company's and Bank's estimated capital amounts, capital ratios and capital requirements under Basel III were as follows:




                                      Axos Financial, Inc.                           Axos Bank                           "Well
                                                        June 30,                                 June 30,             Capitalized"           Minimum Capital
(Dollars in millions)           March 31, 2022            2021            March 31, 2022           2021                  Ratio                    Ratio
Regulatory Capital:
Tier 1                         $        1,459          $  1,309          $       1,505          $  1,263
Common equity tier 1           $        1,459          $  1,309          $       1,505          $  1,263
Total capital (to
risk-weighted assets)          $        1,898          $  1,588          $       1,611          $  1,358

Assets:
Average adjusted               $       15,477          $ 14,851          $      14,319          $ 13,360
Total risk-weighted            $       14,267          $ 11,523          $  

13,162 $ 10,283



Regulatory Capital Ratios:
Tier 1 leverage (core) capital
to adjusted average assets               9.43  %           8.82  %               10.51  %           9.45  %                    5.00  %               4.00  %
Common equity tier 1 capital
(to risk-weighted assets)               10.23  %          11.36  %               11.43  %          12.28  %                    6.50  %               4.50  %
Tier 1 capital (to
risk-weighted assets)                   10.23  %          11.36  %               11.43  %          12.28  %                    8.00  %               6.00  %
Total capital (to
risk-weighted assets)                   13.30  %          13.78  %               12.24  %          13.21  %                   10.00  %               8.00  %


Basel III implemented a requirement for all banking organizations to maintain a
capital conservation buffer above the minimum risk-based capital requirements in
order to avoid certain limitations on capital distributions, stock repurchases
and discretionary bonus payments to executive officers. The capital conservation
buffer is exclusively composed of common equity tier 1 capital, and it applies
to each of the three risk-based capital ratios but not the leverage ratio. At
March 31, 2022, our Company and Bank are in compliance with the capital
conservation buffer requirement, which sets the common equity tier 1 risk-based,
tier 1 risk-based and total risk-based capital ratio minimums to 7.0%, 8.5% and
10.5%, respectively.

Securities Business

Pursuant to the net capital requirements of the Exchange Act, Axos Clearing, is
subject to the SEC Uniform Net Capital (Rule 15c3-1 of the Exchange Act). Under
this rule, the Company has elected to operate under the alternate method and is
required to maintain minimum net capital of $250,000 or 2% of aggregate debit
balances arising from client transactions, as defined. Under the alternate
method, the Company may not repay subordinated debt, pay cash distributions, or
make any unsecured advances or loans to its parent or employees if such payment
would result in net capital of less than 5% of aggregate debit balances or less
than 120% of its minimum dollar requirement.

The net capital positions of Axos Clearing were as follows:



(Dollars in thousands)                                       March 31, 2022         June 30, 2021
Net capital                                               $       39,109          $       35,950
Excess Capital                                            $       31,612          $       27,904

Net capital as a percentage of aggregate debit items               10.43  %                 8.94  %

Net capital in excess of 5% aggregate debit items $ 20,369

$ 15,836




Axos Clearing as a clearing broker, is subject to SEC Customer Protection Rule
(Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a
special reserve account for the benefit of customers. At March 31, 2022, the
Company had a deposit requirement of $220.5 million and maintained a deposit of
$224.6 million. On April 1, 2022, the company made a deposit of $6.0 million.

Certain broker-dealers have chosen to maintain brokerage customer accounts at
Axos Clearing. To allow these broker-dealers to classify their assets held by
the Company as allowable assets in their computation of net capital, the Company
computes a separate reserve requirement for Proprietary Accounts of Brokers
(PAB). At March 31, 2022, the Company had a deposit requirement of $34.3 million
and maintained a deposit of $26.4 million. On January 1, 2022, the Company made
a deposit in the amount of $8.9 million.

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