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Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
COMMISSION FILE NUMBER 001-34955
ANCHOR BANCORP WISCONSIN INC.
(Exact name of registrant as specified in its charter)
     
Wisconsin   39-1726871
     
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)
     
25 West Main Street
Madison, Wisconsin
  53703
     
(Address of principal executive office)   (Zip Code)
(608) 252-8700
Registrant’s telephone number, including area code
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer þ (Do not check if a smaller reporting company)   Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class: Common stock — $.10 Par Value
Number of shares outstanding as of July 31, 2011: 21,677,594
 
 

 


 

ANCHOR BANCORP WISCONSIN INC.
INDEX — FORM 10-Q
         
    Page #  
       
 
       
       
 
       
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    5  
 
       
    6  
 
       
    8  
 
       
    37  
 
       
    37  
 
       
    43  
 
       
    46  
 
       
    51  
 
       
    52  
 
       
    57  
 
       
    61  
 
       
    67  
 
       
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    68  
 
       
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    68  
 
       
    68  
 
       
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    68  
 
       
    69  
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT

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Table of Contents

ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited)
                 
    June 30,     March 31,  
    2011     2011  
    (In Thousands, Except Share Data)  
Assets
               
Cash and due from banks
  $ 44,730     $ 34,596  
Interest-bearing deposits
    84,016       72,419  
 
           
Cash and cash equivalents
    128,746       107,015  
Investment securities available for sale
    470,771       523,289  
Investment securities held to maturity (fair value of $25 and $28, respectively)
    25       27  
Loans:
               
Held for sale
    16,333       7,538  
Held for investment, less allowance for loan losses of $138,740 at June 30, 2011 and $150,122 at March 31, 2011
    2,390,987       2,520,367  
Foreclosed properties and repossessed assets, net
    89,491       90,707  
Real estate held for development and sale
    717       717  
Office properties and equipment
    28,365       29,127  
Federal Home Loan Bank stock—at cost
    54,829       54,829  
Accrued interest and other assets
    60,603       61,209  
 
           
Total assets
  $ 3,240,867     $ 3,394,825  
 
           
Liabilities and Stockholders’ Deficit
               
Deposits
               
Non-interest bearing
  $ 260,939     $ 240,671  
Interest bearing deposits and accrued interest
    2,388,536       2,466,489  
 
           
Total deposits and accrued interest
    2,649,475       2,707,160  
Other borrowed funds
    543,679       654,779  
Other liabilities
    52,703       46,057  
 
           
Total liabilities
    3,245,857       3,407,996  
 
           
Commitments and contingent liabilities (Note 10)
               
 
               
Preferred stock, $.10 par value, 5,000,000 shares authorized, 110,000 shares issued and outstanding; dividends in arrears of $14,043 at June 30, 2011 and $12,507 at March 31, 2011
    90,871       89,008  
Common stock, $.10 par value, 100,000,000 shares authorized, 25,363,339 shares issued, 21,677,594 shares outstanding
    2,536       2,536  
Additional paid-in capital
    111,513       111,513  
Retained deficit
    (109,980 )     (103,362 )
Accumulated other comprehensive loss related to AFS securities
    (3,297 )     (16,397 )
Accumulated other comprehensive loss related to OTTI non credit issues
    (3,719 )     (3,555 )
 
           
Total accumulated other comprehensive loss
    (7,016 )     (19,952 )
Treasury stock (3,685,745 shares), at cost
    (90,534 )     (90,534 )
Deferred compensation obligation
    (2,380 )     (2,380 )
 
           
Total stockholders’ deficit
    (4,990 )     (13,171 )
 
           
Total liabilities and stockholders’ deficit
  $ 3,240,867     $ 3,394,825  
 
           
See accompanying Notes to Unaudited Consolidated Financial Statements.

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited)
                 
    Three Months Ended June 30,  
    2011     2010  
    (In Thousands, Except Per Share Data)  
Interest income:
               
Loans
  $ 32,109     $ 40,681  
Investment securities and Federal Home Loan Bank stock
    3,956       3,445  
Interest-bearing deposits
    52       250  
 
           
Total interest income
    36,117       44,376  
Interest expense:
               
Deposits
    7,327       15,815  
Other borrowed funds
    7,270       9,673  
 
           
Total interest expense
    14,597       25,488  
 
           
Net interest income
    21,520       18,888  
Provision for credit losses
    3,482       8,934  
 
           
Net interest income after provision for credit losses
    18,038       9,954  
 
               
Non-interest income:
               
Total other than temporary losses
           
Portion of loss recognized in other comprehensive income
           
Reclassification from accumulated other comprehensive income
    (59 )     (86 )
 
           
Net impairment losses recognized in earnings
    (59 )     (86 )
Loan servicing income, net of amortization
    768       1,153  
Credit enhancement income on mortgage loans sold
    46       253  
Service charges on deposits
    2,794       3,753  
Investment and insurance commissions
    1,037       956  
Net gain on sale of loans
    1,173       1,347  
Net gain on sale of investment securities
    1,136       112  
Net gain on sale of branches
          4,930  
Other revenue from real estate partnership operations
    38       386  
Other
    994       863  
 
           
Total non-interest income
    7,927       13,667  
(Continued)

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Statements of Operations (
Con’t .)
                 
    Three Months Ended June 30,  
    2011     2010  
    (In Thousands, Except Per Share Data)  
Non-interest expense:
               
Compensation
  $ 10,194     $ 11,825  
Occupancy
    1,980       2,367  
Federal deposit insurance premiums
    1,933       4,075  
Furniture and equipment
    1,544       1,762  
Data processing
    1,383       1,572  
Marketing
    305       307  
Other expenses from real estate partnership operations
    42       502  
Foreclosed properties and repossessed assets—net expense
    7,625       5,656  
Mortgage servicing rights impairment
    221       190  
Legal services
    934       2,099  
Other professional fees
    575       1,794  
Other
    3,974       3,546  
 
           
Total non-interest expense
    30,710       35,695  
 
           
Loss before income taxes
    (4,745 )     (12,074 )
Income tax expense (benefit)
    10        
 
           
Net loss
    (4,755 )     (12,074 )
Preferred stock dividends in arrears
    (1,536 )     (1,585 )
Preferred stock discount accretion
    (1,863 )     (1,863 )
 
           
Net loss available to common equity
  $ (8,154 )   $ (15,522 )
 
           
 
               
Comprehensive income (loss)
  $ 8,181     $ (4,202 )
 
           
 
               
Loss per common share:
               
Basic
  $ (0.38 )   $ (0.73 )
Diluted
    (0.38 )     (0.73 )
Dividends declared per common share
           
See accompanying Notes to Unaudited Consolidated Financial Statements.

4


Table of Contents

Statements Of Changes in Stockholders Equity
                                                                 
                                                    Accu-        
                                                    mulated        
                                                    Other        
                    Additional                     Deferred     Compre-        
    Preferred     Common     Paid-in     Retained     Treasury     Compensation     hensive        
    Stock     Stock     Capital     (Deficit)     Stock     Obligation     (Loss)     Total  
     
Balance at April 1, 2010
  $ 81,596     $ 2,536     $ 114,662     $ (54,677 )   $ (90,975 )   $ (5,529 )   $ (5,399 )   $ 42,214  
Comprehensive income (loss):
                                                               
Net loss
                      (41,178 )                       (41,178 )
Non-credit portion of other-than- temporary impairments:
                                                               
Available-for-sale securities, net of tax of $0
                                        8       8  
Reclassification adjustment for net gains realized in income, net of tax of $0
                                        (8,661 )     (8,661 )
Reclassification adjustment for credit portion of other-than-temporary impairment realized in income, net of tax of $0
                                        432       432  
Change in net unrealized gains (losses) on available-for-sale securities net of tax of $0
                                        (6,332 )     (6,332 )
 
                                                             
Comprehensive loss
                                                          $ (55,731 )
 
                                                             
Issuance of treasury stock
                      (95 )     441                   346  
Change in deferred compensation obligation
                (3,149 )                 3,149              
Accretion of preferred stock discount
    7,412                   (7,412 )                        
     
Balance at March 31, 2011
  $ 89,008     $ 2,536     $ 111,513     $ (103,362 )   $ (90,534 )   $ (2,380 )   $ (19,952 )   $ (13,171 )
     
Comprehensive income (loss):
                                                               
Net loss
                      (4,755 )                       (4,755 )
Reclassification adjustment for net gains realized in income, net of tax of $0
                                        (1,136 )     (1,136 )
Reclassification adjustment for credit portion of other-than-temporary impairment realized in income, net of tax of $0
                                        59       59  
Change in net unrealized gains (losses) on available-for-sale securities net of tax of $0
                                        14,013       14,013  
 
                                                             
Comprehensive loss
                                                          $ 8,181  
 
                                                             
Accretion of preferred stock discount
    1,863                   (1,863 )                        
     
Balance at June 30, 2011
  $ 90,871     $ 2,536     $ 111,513     $ (109,980 )   $ (90,534 )   $ (2,380 )   $ (7,016 )   $ (4,990 )
     
See accompanying Notes to Consolidated Financial Statements

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
                 
    Three Months Ended June 30,  
    2011     2010  
    (In Thousands)  
Operating Activities
               
Net loss
  $ (4,755 )   $ (12,074 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Provision for credit losses
    3,482       8,934  
Provision for OREO losses
    1,245       3,051  
Depreciation and amortization
    909       1,192  
Amortization and accretion of investment securities, net
    371       1,126  
Mortgage servicing rights impairment
    221       190  
Cash paid due to origination of loans held for sale
    (80,549 )     (140,297 )
Cash received due to sale of loans held for sale
    72,927       136,766  
Net gain on sales of loans
    (1,173 )     (1,347 )
Net gain on sale of investment securities
    (1,136 )     (112 )
Gain on sale of foreclosed properties
    (4,890 )     (1,162 )
Gain on sale of branches
          (4,930 )
Net impairment losses recognized in earnings
    59       86  
Stock-based compensation expense
          22  
Decrease in accrued interest receivable
    730       690  
(Increase) decrease in prepaid expense and other assets
    (345 )     11,116  
Increase in accrued interest payable on deposits
    2,962       1,176  
Increase (decrease) in other liabilities
    3,193       (947 )
 
           
Net cash (used in) provided by operating activities
    (6,749 )     3,480  
 
               
Investing Activities
               
Proceeds from sales of securities
    55,757       4,315  
Proceeds from maturities of securities
          42,000  
Purchase of securities
          (123,037 )
Principal collected on securities
    10,405       14,526  
Net decrease in loans held for investment
    102,646       170,017  
Purchases of office properties and equipment
    (156 )     (60 )
Sales of office properties and equipment
    9       9,947  
Proceeds from sale of foreclosed properties
    28,113       14,365  
Investment in real estate held for development and sale
          53  
 
           
Net cash provided by investing activities
    196,774       132,126  
 
               
(Continued)

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Cont’d)
(Unaudited)
                 
    Three Months Ended June 30,  
    2011     2010  
    (In Thousands)  
Financing Activities
               
Decrease in deposit accounts
  $ (61,183 )   $ (328,780 )
Increase in advance payments by borrowers for taxes and insurance
    3,989       3,694  
Proceeds from borrowed funds
    1,550,000        
Repayment of borrowed funds
    (1,661,100 )     (88,300 )
 
           
Net cash provided by (used in) financing activities
    (168,294 )     (413,386 )
 
           
Net increase (decrease) in cash and cash equivalents
    21,731       (277,780 )
Cash and cash equivalents at beginning of period
    107,015       512,162  
 
           
Cash and cash equivalents at end of period
  $ 128,746     $ 234,382  
 
           
 
               
Supplementary cash flow information:
               
Cash paid or credited to accounts:
               
Interest on deposits and borrowings
  $ 11,635     $ 24,392  
Income taxes
           
 
               
Non-cash transactions:
               
Transfer of loans to foreclosed properties
    23,252       10,231  
See accompanying Notes to Unaudited Consolidated Financial Statements

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ANCHOR BANCORP WISCONSIN INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Principles of Consolidation
The unaudited consolidated financial statements include the accounts and results of operations of Anchor BanCorp Wisconsin Inc. (the “Corporation”) and its wholly-owned subsidiaries, AnchorBank fsb (the “Bank”) and Investment Directions, Inc. (“IDI”). The Bank’s accounts and results of operations include its wholly-owned subsidiaries ADPC Corporation and Anchor Investment Corporation. Significant inter-company balances and transactions have been eliminated. The Corporation also consolidates certain variable interest entities (joint ventures and other 50% or less owned partnerships) to which the Corporation is the primary beneficiary.
Note 2 — Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the unaudited consolidated financial statements have been included.
In preparing the unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of foreclosed real estate, mortgage servicing rights and deferred tax assets, and the fair value of investment securities. The results of operations and other data for the three-month period ended June 30, 2011 are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2012. We have evaluated all subsequent events through the date of this filing. The interim unaudited consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011.
The Corporation’s investment in real estate held for investment and sale includes 50% owned real estate partnerships which are considered variable interest entities which are consolidated by the entity that will absorb a majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity.
Certain prior period accounts have been reclassified to conform to the current period presentations with no impact on net income (loss) or total equity.

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Note 3 — Significant Risks and Uncertainties
Regulatory Agreements
On June 26, 2009, the Corporation and the Bank each consented to the issuance of an Order to Cease and Desist (the “Corporation Order” and the “Bank Order,” respectively, and together, the “Orders”) by the Office of Thrift Supervision (the “OTS”).
The Corporation Order requires the Corporation to notify, and in certain cases to obtain the permission of, the OTS prior to: (i) declaring, making or paying any dividends or other capital distributions on its capital stock, including the repurchase or redemption of its capital stock; (ii) incurring, issuing, renewing or rolling over any debt, increasing any current lines of credit or guaranteeing the debt of any entity; (iii) making certain changes to its directors or senior executive officers; (iv) entering into, renewing, extending or revising any contractual arrangement related to compensation or benefits with any of its directors or senior executive officers; and (v) making any golden parachute payments or prohibited indemnification payments. The Corporation developed and submitted to the OTS a three-year cash flow plan, which must be reviewed at least quarterly by the Corporation’s management and board for material deviations between the cash flow plan’s projections and actual results (the “Variance Analysis Report”). Within thirty days following the end of each quarter, the Corporation is required to provide the OTS its Variance Analysis Report for that quarter. These reports have been submitted.
The Bank Order requires the Bank to notify, or in certain cases obtain the permission of, the OTS prior to (i) increasing its total assets in any quarter in excess of an amount equal to net interest credited on deposit liabilities during the quarter; (ii) accepting, rolling over or renewing any brokered deposits; (iii) making certain changes to its directors or senior executive officers; (iv) entering into, renewing, extending or revising any contractual arrangement related to compensation or benefits with any of its directors or senior executive officers; (v) making any golden parachute or prohibited indemnification payments; (vi) paying dividends or making other capital distributions on its capital stock; (vii) entering into certain transactions with affiliates; and (viii) entering into third-party contracts outside the normal course of business.
The Orders also required the Bank to meet and maintain a core capital ratio equal to or greater than 8% and a total risk-based capital ratio equal to or greater than 12% by December 31, 2009. The Bank must also submit, and has submitted, to the OTS, within prescribed time periods, a written capital restoration plan, a problem asset plan, a revised business plan, and an implementation plan resulting from a review of commercial lending practices. The Orders also require the Bank to review its current liquidity management policy and the adequacy of its allowance for loan and lease losses.
On August 31, 2010, the OTS approved the Capital Restoration Plan submitted by the Bank, although the approval included a Prompt Corrective Action Directive (“PCA”). The only new requirement of the PCA is that the Bank shall obtain prior written approval from the Regional Director before entering into any contract or lease for the purchase or sale of real estate or of any interest therein, except for contracts entered into in the ordinary course of business for the purchase or sale of real estate owned due to foreclosure (“REO”) where the contract does not exceed $3.5 million and the sales price of the REO does not fall below 85% of the net carrying value of the REO.
At March 31, 2011 and June 30, 2011 the Bank had a core capital ratio of 4.26% and 4.44%, respectively, and a total risk-based capital ratio of 8.04% and 8.32%, respectively, each below the required capital ratios set forth above. Without a waiver by the OTS or amendment or modification of the Orders, the Bank could be subject to further regulatory action. All customer deposits remain fully insured to the highest limits set by the FDIC.
The description of each of the Orders and the corresponding Stipulation and Consent to Issuance of Order to Cease and Desist were previously filed as Exhibits to the Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009.
On July 21, 2011, the OTS, which was our primary regulator, ceased operations pursuant to the provisions of the Dodd-Frank Act. As of July 21, 2011, regulation of the Bank was assumed by the Office of the Comptroller of the Currency (“OCC”), and the Federal Reserve became the primary regulator for the Corporation. The full impact of the change in regulators on our operations will not be known for some time. The Federal Reserve and the OCC are now responsible for the administration of the Cease and Desist Order.

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Going Concern
The Corporation and the Bank continue to diligently work with their financial and professional advisors in seeking qualified sources of outside capital, and in achieving compliance with the requirements of the Orders. The Corporation and the Bank continue to consult with the successors to the OTS, Federal Reserve, the OCC and FDIC on a regular basis concerning the Corporation’s and Bank’s proposals to obtain outside capital and to develop action plans that will be acceptable to federal regulatory authorities, but there can be no assurance that these actions will be successful, or that even if one or more of the Corporation’s and Bank’s proposals are accepted by the Federal regulators, that these proposals will be successfully implemented. While the Corporation’s management continues to exert maximum effort to attract new capital, significant operating losses in fiscal 2009, 2010 and 2011, significant levels of criticized assets and low levels of capital raise substantial doubt as to the Corporation’s ability to continue as a going concern. If the Corporation and Bank are unable to achieve compliance with the requirements of the Orders, or implement an acceptable capital restoration plan, and if the Corporation and Bank cannot otherwise comply with such commitments and regulations, the OCC or FDIC could force a sale, liquidation or federal conservatorship or receivership of the Bank.
The Corporation and the Bank have submitted a capital restoration plan stating that the Corporation intends to restore the capital position of the Bank. On August 31, 2010, the OTS accepted this plan.
Further, the Corporation entered into an amendment dated May 25, 2011 and executed May 31, 2011 (“Amendment No. 7”) to the Amended and Restated Credit Agreement (“Credit Agreement”) with U.S. Bank NA, as described in Note 13, in which existing financial covenants remained the same and the interest rate was increased to 15.0%. Under the terms of the Credit Agreement, the Agent and the lenders have certain rights, including the right to accelerate the maturity of the borrowings if all covenants are not complied with. As of June 30, 2011, the Corporation was in compliance with the financial and non-financial covenants contained in the Credit Agreement, as amended, although there is no guarantee that the Corporation will remain in compliance with the covenants. As of the date of this filing, the Corporation does not have sufficient cash on hand to reduce the outstanding borrowings to zero. There can be no assurance that we will be able to raise sufficient capital or have sufficient cash on hand to reduce the outstanding borrowings to zero by November 30, 2011, which may limit our ability to fund ongoing operations.
Credit Risks
While the Corporation has devoted, and will continue to devote, substantial management resources toward the resolution of all delinquent, impaired and nonaccrual loans, no assurance can be made that management’s efforts will be successful. These conditions also raise substantial doubt as to the Corporation’s ability to continue as a going concern. The continuing recession and the decrease in valuations of real estate have had a significant adverse impact on the Corporation’s consolidated financial condition and results of operations. As reported in the accompanying unaudited interim consolidated financial statements, the Corporation has incurred a net loss of $12.1 million and $4.8 million for the three months ended June 30, 2010 and June 30, 2011, respectively. Stockholders’ equity increased from a deficit of $13.2 million or (0.39)% of total assets at March 31, 2011 to a deficit of $5.0 million at June 30, 2011. At June 30, 2011, the Bank’s risk-based capital is considered adequately capitalized for regulatory purposes. However, the Bank’s risk-based capital and Tier 1 capital ratios are below the target levels of the Bank Order dated June 26, 2009. The provision for credit losses was $3.5 million for the three months ended June 30, 2011. The Corporation’s net interest income will continue to be impacted by the level of non-performing assets and the Corporation expects additional losses into the next fiscal year.
Note 4 — Recent Accounting Pronouncements
ASU No. 2010-20, “Receivables (Topic 830) — Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” ASU 2010-20 requires entities to provide disclosures designed to facilitate financial statement users’ evaluation of (i) the nature of credit risk inherent in the entity’s portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and reasons for those changes in the allowance for credit losses. Disclosures must be disaggregated by

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portfolio segment, the level at which an entity develops and documents a systematic method for determining its allowance for credit losses, and class of financing receivable, which is primarily a disaggregation of portfolio segment. The required disclosures include, among other things, a rollforward of the allowance for credit losses as well as information about modified, impaired, non-accrual and past due loans and credit quality indicators. ASU 2010-20 was effective for the Corporation’s financial statements as of December 31, 2010, as it relates to disclosures required as of the end of a reporting period. Disclosures that relate to activity during a reporting period will be required for the Corporation’s financial statements that include periods beginning on or after January 1, 2011. In January 2011, the FASB issued ASU No. 2011-01 “Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20” which defers the effective date of the loan modification disclosures pending further guidance.
ASU No. 2011-02, “Receivables (Topic 310) — A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU 2011-02 states that in evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist: (i ) the restructuring constitutes a concession and (ii) the debtor is experiencing financial difficulties. In addition, the amendments to Topic 310 clarify that a creditor is precluded from using the effective interest rate test in the debtor’s guidance on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt restructuring. ASU 2011-02 is effective for interim and annual periods beginning on or after June 15, 2011. The Corporation does not anticipate a material effect upon the adoption of this pronouncement.
ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” In May 2011, the FASB issued ASU No. 2011-04. ASU No. 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (“IFRS”). The changes to U.S. GAAP as a result of ASU No. 2011-04 are as follows: (1) The concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial assets (that is, it does not apply to financial assets or any liabilities); (2) U.S. GAAP currently prohibits application of a blockage factor in valuing financial instruments with quoted prices in active markets. ASU No. 2011-04 extends that prohibition to all fair value measurements; (3) An exception is provided to the basic fair value measurement principles for an entity that holds a group of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risk that are managed on the basis of the entity’s net exposure to either of those risks. This exception allows the entity, if certain criteria are met, to measure the fair value of the net asset or liability position in a manner consistent with how market participants would price the net risk position; (4) Aligns the fair value measurement of instruments classified within an entity’s shareholders’ equity with the guidance for liabilities; and (5) Disclosure requirements have been enhanced for recurring Level 3 fair value measurements to disclose quantitative information about unobservable inputs and assumptions used, to describe the valuation processes used by the entity, and to describe the sensitivity of fair value measurements to changes in unobservable inputs and interrelationships between those inputs. In addition, entities must report the level in the fair value hierarchy of items that are not measured at fair value in the statement of condition but whose fair value must be disclosed. The provisions of ASU No. 2011-04 are effective for the Corporation’s interim reporting period beginning on or after December 15, 2011. The adoption of ASU No. 2011-04 is not expected to have a material impact on the Corporation’s financial statements.
ASU No. 2011-05, "Presentation of Comprehensive Income.” In June 2011, the FASB issued ASU No. 2011-05. The provisions of ASU No. 2011-05 allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The statement(s) are required to be presented with equal prominence as the other primary financial statements. ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity but does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The provisions of ASU No. 2011-05 are effective for the Corporation’s interim reporting period beginning on or after December 15, 2011, with retrospective application required. The adoption of ASU No. 2011-05 is expected to result in presentation changes to the Corporation’s statements of income and the addition of a statement of comprehensive income. The adoption of ASU No. 2011-05 will have no material impact on the Corporation’s financial statements.

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Note 5 — Investment Securities
The amortized cost and fair values of investment securities are as follows (in thousands):
                                 
            Gross     Gross        
    Amortized     Unrealized     Unrealized        
    Cost     Gains     (Losses)     Fair Value  
     
At June 30, 2011:
                               
Available-for-sale:
                               
U.S. government sponsored and federal agency obligations
  $ 4,035     $ 160     $     $ 4,195  
Corporate stock and bonds
    1,151       147       (1 )     1,297  
Agency CMOs and REMICs
    318       17             335  
Non-agency CMOs
    38,820       285       (3,835 )     35,270  
Residential agency mortgage-backed securities
    5,867       282       (6 )     6,143  
GNMA securities
    427,596       1,841       (5,906 )     423,531  
 
                       
 
  $ 477,787     $ 2,732     $ (9,748 )   $ 470,771  
 
                       
 
                               
Held-to-maturity:
                               
Residential agency mortgage-backed securities
  $ 25     $     $     $ 25  
 
                       
 
                               
At March 31, 2011:
                               
Available-for-sale:
                               
U.S. government sponsored and federal agency obligations
  $ 4,037     $ 89     $     $ 4,126  
Corporate stock and bonds
    1,151       87       (19 )     1,219  
Agency CMOs and REMICs
    342       16             358  
Non-agency CMOs
    49,921       371       (3,655 )     46,637  
Residential agency mortgage-backed securities
    6,131       282       (24 )     6,389  
GNMA securities
    481,659       1,158       (18,257 )     464,560  
 
                       
 
  $ 543,241     $ 2,003     $ (21,955 )   $ 523,289  
 
                       
 
                               
Held-to-maturity:
                               
Residential agency mortgage-backed securities
  $ 27     $ 1     $     $ 28  
 
                       
The table below shows the Corporation’s gross unrealized losses and fair value of investments, aggregated by investment category and length of time that individual investments have been in a continuous unrealized loss position at June 30, 2011 and March 31, 2011.
                                                 
    At June 30, 2011  
    Unrealized loss position     Unrealized loss position        
    Less than 12 months     12 months or more     Total  
            Unrealized             Unrealized             Unrealized  
Description of Securities   Fair Value     Loss     Fair Value     Loss     Fair Value     Loss  
                    (In Thousands)                  
Corporate stock and other
  $ 86     $ (1 )   $     $     $ 86     $ (1 )
Non-agency CMOs
    3,545       (78 )     19,739       (3,757 )     23,284       (3,835 )
Residential mortgage-backed securities
    939       (6 )                 939       (6 )
GNMA securities
    248,469       (5,906 )                 248,469       (5,906 )
     
 
  $ 253,039     $ (5,991 )   $ 19,739     $ (3,757 )   $ 272,778     $ (9,748 )
     

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    At March 31, 2011  
    Unrealized loss position     Unrealized loss position        
    Less than 12 months     12 months or more     Total  
            Unrealized             Unrealized             Unrealized  
Description of Securities   Fair Value     Loss     Fair Value     Loss     Fair Value     Loss  
                    (In Thousands)                  
Corporate stock and other
  $     $     $ 68     $ (19 )   $ 68     $ (19 )
Non-agency CMOs
    4,020       (22 )     22,382       (3,633 )     26,402       (3,655 )
Residential mortgage-backed securities
    948       (24 )                 948       (24 )
GNMA securities
    390,689       (18,257 )                 390,689       (18,257 )
     
 
  $ 395,657     $ (18,303 )   $ 22,450     $ (3,652 )   $ 418,107     $ (21,955 )
     
The tables above represent 34 investment securities at June 30, 2011 compared to 46 at March 31, 2011 that, due to the current interest rate environment and other factors, have declined in value but do not presently represent other than temporary losses. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. In estimating other-than-temporary impairment losses on investment securities, management considers many factors which include: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
To determine if an other-than-temporary impairment exists on a debt security, the Corporation first determines if (a) it intends to sell the security or (b) it is more likely than not that it will be required to sell the security before its anticipated recovery. If either of the conditions are met, the Corporation will recognize an other-than-temporary impairment in earnings equal to the difference between the security’s fair value and its adjusted cost basis. If neither condition is met, the Corporation determines (a) the amount of the impairment related to credit loss and (b) the amount of the impairment due to all other factors. The difference between the present values of the cash flows expected to be collected and the amortized cost basis is the credit loss. The credit loss is the portion of the other-than-temporary impairment that is recognized in earnings and is a reduction to the cost basis of the security. The portion of total impairment related to all other factors is included in other comprehensive income (loss).
All of the Corporation’s other-than-temporary impaired debt securities are non-agency CMOs. On a cumulative basis, for securities owned as of June 30, 2011, other-than-temporary impairments recognized in earnings by year of vintage were $1.6 million for 2007, $317,000 for 2006, $349,000 for 2005 and $25,000 prior to 2005.
The Corporation utilizes an independent pricing service to run a discounted cash flow model in the calculation of other-than-temporary impairments on non-agency CMOs. This model is also used to determine the portion of the other-than-temporary impairment that is due to credit losses, and the portion that is due to all other factors. On securities with other-than-temporary impairment, the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security is the credit loss.
To estimate fair value of non-agency CMOs, the cash flow model discounted estimated expected cash flows after credit losses at rates ranging from 4.0% to 12.0%. The rates utilized are based on the risk free rate equivalent to the remaining average life of the security, plus a spread for normal liquidity and a spread to reflect the uncertainty of the cash flow estimates. The pricing service benchmarks its fair value results to a pricing service and monitors the market for actual trades. The cash flow model includes these inputs in its derivation of the discount rates used to estimate fair value. There are no payments in kind allowed on these non-agency CMOs.
The significant inputs used for calculating the credit loss portion of securities with other-than-temporary impairment (“OTTI”) include prepayment assumptions, loss severities, original FICO scores, historical rates of delinquency, percentage of loans with limited underwriting, historical rates of default, original loan-to-value ratio, aggregate property location by metropolitan statistical area, original credit support, current credit support, and weighted-average maturity. The discount rates used to establish the net present value of expected cash flows for purposes of determining OTTI ranged from 5.0% to 7.5%. The rates used equate to the effective yield implicit in the security at

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the date of acquisition for the bonds for which the Corporation has not in the past incurred OTTI. For the bonds for which the Corporation has previously recorded OTTI, the discount rate used equates to the accounting yield on the security as of the valuation date. Default rates were calculated separately for each category of underlying borrower based on delinquency status (i.e. current, 30 to 59 days delinquent, 60 to 89 days delinquent, 90+ days delinquent, and foreclosure balances) of the loans as of June 1, 2011. These balances were entered into a loss migration model to calculate projected default rates, which are benchmarked against results that have recently been experienced by other major servicers on non-agency CMOs with similar attributes. The month 1 to month 24 constant default rate in the model ranged from 3.3% to 10.9%.
At June 30, 2011, the Corporation had 14 non-agency CMOs with a fair value of $35.1 million and an adjusted cost basis of $38.7 million that were other-than-temporarily impaired. At March 31, 2011, the Corporation had 21 non-agency CMOs with a fair value of $28.2 million and an adjusted cost basis of $31.8 million that were other-than-temporarily impaired. Seven non-agency CMOs with OTTI due to intent to sell and a fair value of $2.7 million as of March 31, 2011 were sold in the quarter ended June 30, 2011. The loss on these securities was recognized in earnings as of March 31, 2011. The increase in other-than-temporary impairment due to credit of $59,000 was included in earnings for the three months ended June 30, 2011.
The Corporation has $4.1 million in net unrealized losses on long-term Ginnie Mae (“GNMA”) securities as of June 30, 2011 due to increases in interest rates and factors other than credit. The Corporation has reviewed this portfolio for other-than-temporary impairment. Management has concluded that no OTTI exists and that the unrealized losses are properly classified in accumulated other comprehensive income (loss).
The following table is a rollforward of the amount of other-than-temporary impairment related to credit losses that have been recognized in earnings for which a portion of an other-than-temporary impairment was recognized in other comprehensive income (loss) for the three months ended June 30, 2011 and 2010 (in thousands):
                 
    Three Months Ended     Three Months Ended  
    June 30, 2011     June 30, 2010  
Beginning balance of the amount of OTTI related to credit losses
  $ 2,197     $ 1,889  
 
               
Increases to the amount related to the credit loss for which OTTI was previously recognized
    59       86  
 
           
 
               
Ending balance of the amount of OTTI related to credit losses
  $ 2,256     $ 1,975  
 
           
The cost of investment securities sold is determined using the specific identification method. Sales of investment securities available for sale are summarized below:
                 
    Three Months Ended  
    June 30,  
    2011     2010  
    (in thousands)  
Proceeds from sales:
  $ 55,757     $ 4,315  
 
               
Gross gains on sales
    1,141       112  
Gross losses on sales
    (5 )      
 
           
 
               
Net gain (loss) on sales
  $ 1,136     $ 112  
 
           
At June 30, 2011 and March 31, 2011, investment securities available-for-sale with a fair value of approximately $411.0 million and $420.8 million, respectively, were pledged to secure deposits, borrowings and for other purposes as permitted or required by law.

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The fair value of investment securities by contractual maturity at June 30, 2011 are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties.
                                         
            After 1     After 5              
            Year     Years              
    Within 1     through 5     through 10     Over Ten        
    Year     Years     Years     Years     Total  
            (Dollars In Thousands)          
Available-for-sale, at fair value:
                                       
U.S. government sponsored and federal agency obligations
  $     $ 4,195     $     $     $ 4,195  
Corporate stock and other
                      1,297       1,297  
Agency CMOs and REMICs
                      335       335  
Non-agency CMOs
          23       2,080       33,167       35,270  
Residential mortgage-backed securities
          404       1,469       4,270       6,143  
GNMA securities
                593       422,938       423,531  
 
                             
Total
  $     $ 4,622     $ 4,142     $ 462,007     $ 470,771  
 
                             
 
                                       
Held-to-maturity, at fair value:
                                       
Residential mortgage-backed securities
  $     $ 2     $ 23     $     $ 25  
 
                             
Total
  $     $ 2     $ 23     $     $ 25  
 
                             
 
                                       
 
  $     $ 4,624     $ 4,165     $ 462,007     $ 470,796  
 
                             
 
                                       
 
                                       
Held-to-maturity, at cost:
                                       
Residential mortgage-backed securities
  $     $ 2     $ 23     $     $ 25  
 
                             

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Note 6 — Loans Receivable
Loans receivable held for investment consist of the following (in thousands):
                 
    June 30,     March 31,  
    2011     2011  
       
Residential
  $ 631,772     $ 648,514  
Commercial and Industrial
    74,325       99,689  
Land and Construction
    232,506       251,043  
Multi-Family
    393,568       423,587  
Other Commercial Real Estate
    273,042       276,688  
Retail/office
    395,290       419,439  
Other Consumer
    275,495       287,151  
Education
    268,616       276,735  
 
           
 
    2,544,614       2,682,846  
Contras to loans:
               
Allowance for loan losses
    (138,740 )     (150,122 )
Undisbursed loan proceeds*
    (11,339 )     (8,761 )
Unearned loan fees
    (3,419 )     (3,476 )
Unearned interest
    (125 )     (115 )
Net discount on loans purchased
    (4 )     (5 )
 
           
 
    (153,627 )     (162,479 )
 
           
 
  $ 2,390,987     $ 2,520,367  
 
           
 
*   Undisbursed loan proceeds are funds to be disbursed upon a draw request approved by the Bank.
Residential Loans
At June 30, 2011, $631.8 million, or 24.8%, of the Bank’s total loans unpaid principal balance receivable consisted of residential loans, substantially all of which were 1 to 4 family dwellings. Residential loans consist of both adjustable and fixed-rate loans. The adjustable-rate loans currently in the Bank’s portfolio have up to 30-year maturities and terms which permit the Bank to annually increase or decrease the rate on the loans, based on a designated index. These loans are documented according to standard industry practices. This is generally subject to a limit of 2% per adjustment and an aggregate 6% adjustment over the life of the loan. The Bank makes a limited number of interest-only loans which tend to have a shorter term to maturity and does not originate negative amortization and option payment ARMS.
Adjustable-rate loans decrease the risks associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates. The Bank believes that these risks, which have not had a material adverse effect on the Bank to date, generally are less than the risks associated with holding fixed-rate loans in an increasing interest rate environment. At June 30, 2011, approximately $429.0 million, or 67.9%, of the Bank’s permanent residential loans unpaid principal balance receivable consisted of loans with adjustable interest rates. Also, as interest rates decline, borrowers may refinance their mortgages into fixed-rate loans thereby prepaying the balance of the loan prior to maturity.
The Bank continues to originate long-term, fixed-rate conventional mortgage loans. The Bank generally sells current production of these loans with terms of 15 years or more to Fannie Mae, Freddie Mac and other institutional investors, while keeping some of the 10-year term loans in its portfolio. In order to provide a full range of products

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to its customers, the Bank also participates in the loan origination programs of Wisconsin Housing and Economic Development Authority (“WHEDA”), Wisconsin Department of Veterans Affairs (“WDVA”) and the USDA Rural Guarantee Program. The Bank retains the right to service substantially all loans that it sells.
At June 30, 2011, approximately $202.8 million, or 32.1%, of the Bank’s permanent residential loans unpaid principal balance receivable consisted of loans that provide for fixed rates of interest. Although these loans generally provide for repayments of principal over a fixed period of ten to 30 years, it is the Bank’s experience that, because of prepayments and due-on-sale clauses, such loans generally remain outstanding for a substantially shorter period of time.
Commercial and Industrial Loans
The Bank originates loans for commercial, corporate and business purposes, including issuing letters of credit. At June 30, 2011, the unpaid principal balance of commercial and industrial loans amounted to $74.3 million, or 2.9%, of the Bank’s total loans unpaid principal balance receivable. The Bank’s commercial business loan portfolio is comprised of loans for a variety of purposes and generally is secured by equipment, machinery and other business assets. Commercial business loans generally have terms of five years or less and interest rates that float in accordance with a designated published index. Substantially all of such loans are secured and backed by the personal guarantees of the owners of the business.
Commercial Real Estate Loans
The Bank originates commercial real estate loans that it typically holds in its loan portfolio. Such loans generally have adjustable rates and shorter terms than single-family residential loans, thus increasing the sensitivity of the loan portfolio to changes in interest rates, as well as providing higher fees and rates than residential loans. At June 30, 2011, the Bank had $1.29 billion of loans unpaid principal balance secured by commercial real estate, which represented 50.9% of the Bank’s total loans unpaid principal balance receivable. The Bank generally limits the origination of such loans to its primary market area.
The Bank’s commercial real estate loans are primarily secured by apartment buildings, office and industrial buildings, warehouses, small retail shopping centers and various special purpose properties, including hotels, restaurants and nursing homes.
Although terms vary, commercial real estate loans generally have amortizations of 15 to 25 years, as well as balloon payments of two to five years, and terms which provide that the interest rates thereon may be adjusted annually at the Bank’s discretion, based on a designated index.
Consumer Loans
The Bank offers consumer loans in order to provide a full range of financial services to its customers. At June 30, 2011, $544.1 million, or 21.4%, of the Bank’s consolidated total loans unpaid principal balance receivable consisted of consumer loans. Consumer loans typically have higher interest rates than mortgage loans but generally involve more risk than mortgage loans because of the type and nature of the collateral and, in certain cases, the absence of collateral.
The largest component of the Bank’s other consumer loan portfolio is second mortgage and home equity loans. The primary home equity loan product has an adjustable interest rate that is linked to the prime interest rate and is secured by a mortgage, either a primary or a junior lien, on the borrower’s residence. New home equity lines do not exceed 85% of appraised value at the loan origination date. A fixed-rate home equity second mortgage term product is also offered.
Approximately $268.6 million, or 10.6%, of the Bank’s total loans unpaid principal balance receivable at June 30, 2011 consisted of education loans. These are generally made for a maximum of $3,500 per year for undergraduate studies and $8,500 per year for graduate studies and are placed in repayment on an installment basis within six months of graduation. Education loans generally have interest rates that adjust annually in accordance with a

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designated index. Both the principal amount of an education loan and interest thereon generally are guaranteed by the Great Lakes Higher Education Corporation up to 97% of the balance of the loan, which generally obtains reinsurance of its obligations from the U.S. Department of Education. Education loans may be sold to the U.S. Department of Education or to other investors. The Bank received no proceeds from sale of education loans during the first quarter of fiscal 2012.
The remainder of the Bank’s consumer loan portfolio consists of vehicle loans and other secured and unsecured loans that have been made for a variety of consumer purposes. These include credit extended through credit cards issued by a third party, ELAN Financial Services, pursuant to an agency arrangement under which the Bank participates in outstanding balances, currently at 25% to 28%, with a third party, ELAN Financial Services. The Bank also shares 33% to 37% of annual fees paid to ELAN and 30% of late payment, over limit and cash advance fees paid to ELAN as well as 25% to 30% of interchange income paid to ELAN.
A summary of the activity in the allowance for loan losses follows:
                 
    Three Months Ended June 30,  
    2011     2010  
    (Dollars In Thousands)  
Allowance at beginning of period
  $ 150,122     $ 179,644  
Provision
    3,620       8,934  
Charge-offs
    (17,710 )     (22,193 )
Recoveries
    2,708       264  
 
           
Allowance at end of period
  $ 138,740     $ 166,649  
 
           
The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2011 (in thousands):
                                         
            Commercial     Commercial              
    Residential     and Industrial     Real Estate     Consumer     Total  
Allowance for Loan Losses:
                                       
Beginning balance
  $ 20,487     $ 19,541     $ 106,445     $ 3,649     $ 150,122  
Provisions
    390       (197 )     2,733       694       3,620  
Charge-offs
    (1,756 )     (2,522 )     (12,574 )     (858 )     (17,710 )
Recoveries
    506       643       1,415       144       2,708  
 
                             
Ending balance
  $ 19,627     $ 17,465     $ 98,019     $ 3,629     $ 138,740  
 
                             
 
                                       
Allowance for Loan Losses:
                                       
Ending allowance balance attributable to loans:
                                       
Individually evaluated for impairment
  $ 8,714     $ 10,061     $ 28,331     $ 450     $ 47,556  
Collectively evaluated for impairment
    10,913       7,404       69,688       3,179       91,184  
 
                             
 
                                       
Total ending allowance balance
  $ 19,627     $ 17,465     $ 98,019     $ 3,629     $ 138,740  
 
                             
 
                                       
Loans:
                                       
Loans individually evaluated
  $ 60,713     $ 18,513     $ 250,889     $ 32,178     $ 362,293  
Loans collectively evaluated
    571,059       55,812       1,043,517       511,933       2,182,321  
 
                             
 
                                       
Total ending gross loans balance
  $ 631,772     $ 74,325     $ 1,294,406     $ 544,111     $ 2,544,614  
 
                             

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The provision for credit losses reflected on the consolidated statements of operations includes the provision for loan losses and the provision for unfunded commitment losses as follows:
                 
    Three Months Ended June 30,  
    2011     2010  
    (Dollars In Thousands)  
Provision for loan losses
  $ 3,620     $ 8,934  
Provision for unfunded commitment losses
    (138 )      
 
           
Provision for credit losses
  $ 3,482     $ 8,934  
 
           
At June 30, 2011, the Corporation has identified $362.3 million of loans as impaired which includes performing troubled debt restructurings. At March 31, 2011, impaired loans were $395.7 million. A loan is identified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement and thus are placed on non-accrual status. Interest income on impaired loans is recognized on a cash basis. The average carrying amount is calculated on an annual basis based on quarter end balances. The carrying amount represents the unpaid principal balance less the associated allowance.
The following table presents loans individually evaluated for impairment by class of loans as of June 30, 2011 (in thousands):
                                         
                            Average     Interest  
    Carrying     Unpaid Principal     Associated     Carrying     Income  
    Amount     Balance     Allowance     Amount     Recognized  
With no specific allowance recorded:
                                       
Residential
  $ 31,027     $ 31,027     $ N/A     $ 37,855     $ 45  
Commercial and Industrial
    9,154       9,154       N/A       11,576       (9 )
Land and Construction
    39,979       39,979       N/A       46,029       (52 )
Multi-Family
    37,568       37,568       N/A       43,570       127  
Retail/Office
    35,161       35,161       N/A       40,813       (21 )
Other Commercial Real Estate
    45,179       45,179       N/A       48,713       634  
Education
                N/A              
Other Consumer
    660       660       N/A       1,065       28  
 
                             
Subtotal
    198,728       198,728             229,621       752  
 
                             
With an allowance recorded:
                                       
Residential
    20,972       29,686       8,714       30,208       80  
Commercial and Industrial
    (702 )     9,359       10,061       11,585       (94 )
Land and Construction
    21,370       25,200       3,830       29,012       (4 )
Multi-Family
    6,194       14,067       7,873       15,631       124  
Retail/Office
    22,784       31,675       8,891       33,351       175  
Other Commercial Real Estate
    14,323       22,060       7,737       22,862       133  
Education
    25,518       25,549       31       26,276        
Other Consumer
    5,550       5,969       419       5,915       97  
 
                             
Subtotal
    116,009       163,565       47,556       174,840       511  
 
                             
Total
                                       
Residential
    51,999       60,713       8,714       68,063       125  
Commercial and Industrial
    8,452       18,513       10,061       23,161       (103 )
Land and Construction
    61,349       65,179       3,830       75,041       (56 )
Multi-Family
    43,762       51,635       7,873       59,201       251  
Retail/Office
    57,945       66,836       8,891       74,164       154  
Other Commercial Real Estate
    59,502       67,239       7,737       71,575       767  
Education
    25,518       25,549       31       26,276        
Other Consumer
    6,210       6,629       419       6,980       125  
 
                             
 
  $ 314,737     $ 362,293     $ 47,556     $ 404,461     $ 1,263  
 
                             

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The carrying amount above represents the unpaid principal balance less the associated allowance. The average carrying amount is a trailing twelve month average calculated based on the ending quarterly balances. The interest income recognized is the fiscal year to date interest income recognized on a cash basis.
The following table presents loans individually evaluated for impairment by class of loans as of March 31, 2011 (in thousands):
                                         
                            Average     Interest  
    Carrying     Unpaid Principal     Associated     Carrying     Income  
    Amount     Balance     Allowance     Amount     Recognized  
With no specific allowance recorded:
                                       
Residential
  $ 32,673     $ 32,673     $ N/A     $ 41,103     $ 543  
Commercial and Industrial
    5,351       5,351       N/A       9,360       223  
Land and Construction
    42,290       42,290       N/A       48,887       484  
Multi-Family
    27,331       27,331       N/A       35,474       275  
Retail/Office
    25,791       25,791       N/A       31,675       457  
Other Commercial Real Estate
    29,940       29,940       N/A       34,223       879  
Education
                N/A              
Other Consumer
    229       229       N/A       722       63  
 
                             
Subtotal
    163,605       163,605             201,444       2,924  
 
                             
With an allowance recorded:
                                       
Residential
    30,301       35,385       5,084       35,308       850  
Commercial and Industrial
    6,315       15,838       9,523       17,056       601  
Land and Construction
    24,195       34,155       9,960       35,102       737  
Multi-Family
    19,230       23,895       4,665       25,092       938  
Retail/Office
    38,643       55,333       16,690       56,450       2,249  
Other Commercial Real Estate
    28,226       35,983       7,757       36,548       1,344  
Education
    24,332       24,360       28       27,878        
Other Consumer
    6,651       7,137       486       7,264       175  
 
                             
Subtotal
    177,893       232,086       54,193       240,698       6,894  
 
                             
Total
                                       
Residential
    62,974       68,058       5,084       76,411       1,393  
Commercial and Industrial
    11,666       21,189       9,523       26,416       824  
Land and Construction
    66,485       76,445       9,960       83,989       1,221  
Multi-Family
    46,561       51,226       4,665       60,566       1,213  
Retail/Office
    64,434       81,124       16,690       88,125       2,706  
Other Commercial Real Estate
    58,166       65,923       7,757       70,771       2,223  
Education
    24,332       24,360       28       27,878        
Other Consumer
    6,880       7,366       486       7,986       238  
 
                             
 
  $ 341,498     $ 395,691     $ 54,193     $ 442,142     $ 9,818  
 
                             

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The following is additional information regarding impaired loans.
                 
    At June 30,     At March 31,  
    2011     2011  
    (In Thousands)  
Impaired loans with specific reserve required
  $ 163,565     $ 232,086  
 
               
Impaired loans without a specific reserve
    198,728       163,605  
 
           
 
               
Total impaired loans
    362,293       395,691  
 
               
Less:
               
Specific valuation allowance
    (47,556 )     (54,193 )
 
           
 
               
 
  $ 314,737     $ 341,498  
 
           
 
               
Average impaired loans
  $ 404,461     $ 442,142  
 
               
Interest income recognized on impaired loans on a cash basis
  $ 1,263     $ 9,818  
 
               
Loans and troubled debt restructurings on non-accrual status
  $ 285,710     $ 306,274  
 
               
Troubled debt restructurings — accrual
  $ 76,583     $ 89,417  
 
               
Troubled debt restructurings — non-accrual (1)
  $ 24,402     $ 17,262  
 
               
Loans past due ninety days or more and still accruing
  $     $  
 
(1)   Troubled debt restructurings-non-accrual are included in the total loans and troubled debt restructurings on non- accrual status above
All troubled debt restructurings are classified as impaired loans, subject to performance conditions noted below. Troubled debt restructurings may be on either accrual or nonaccrual status based upon the performance of the borrower and management’s assessment of collectability. Loans deemed nonaccrual may return to accrual status after six consecutive months of performance in accordance with the terms of the restructuring. Additionally, they may be considered not impaired after twelve consecutive months of performance in accordance with the terms of the restructuring agreement, if the interest rate was a market rate at the date of restructuring.
The Corporation is currently committed to lend approximately $13,000 in additional funds on impaired loans in accordance with the original terms of these loans; however, the Corporation is not legally obligated to, and will not, disburse additional funds on any loans while in nonaccrual status or the borrower is in default.
The Corporation experienced declines in the current valuations for real estate collateral supporting portions of its loan portfolio throughout fiscal years 2010 and 2011, as reflected in recently received appraisals. Currently, $315.5 million or approximately 93% of the outstanding balance of impaired loans secured by real estate have recent appraisals (i.e. within one year). This includes $28.9 million of loans under $500,000 that do not require an appraisal under Bank policy. In some cases, the Bank does not require updated appraisals. These instances include when the

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loan (i) is fully reserved; (ii) has a small balance and rather than being individually evaluated for impairment, is included in a homogenous pool of loans; (iii) uses a net present value of future cash flows to measure impairment; or (iv) has an SBA guaranty. If real estate values continue to decline, the Corporation may have to increase its allowance for loan losses as updated appraisals are received.
The following table presents the aging of the recorded investment in past due loans as of June 30, 2011 by class of loans (in thousands):
                                 
    30-59 Days Past     60-89 Days Past     Greater than 90        
    Due     Due     Days     Total Past Due  
Residential
  $ 2,801     $ 4,724     $ 45,401     $ 52,926  
Commercial and Industrial
    2,475       685       13,280       16,440  
Land and Construction
    6,103       60       50,576       56,739  
Multi-Family
    3,252       7,353       30,497       41,102  
Retail/Office
    10,401       2,623       40,904       53,928  
Other Commercial Real Estate
    459       6,002       21,110       27,571  
Education
    12,242       6,635       25,549       44,426  
Other Consumer
    2,143       707       6,188       9,038  
 
                       
 
                               
 
  $ 39,876     $ 28,789     $ 233,505     $ 302,170  
 
                       
The following table presents the aging of the recorded investment in past due loans as of March 31, 2011 by class of loans (in thousands):
                                 
    30-59 Days Past     60-89 Days Past     Greater than 90        
    Due     Due     Days     Total Past Due  
Residential
  $ 6,289     $ 4,577     $ 52,640     $ 63,506  
Commercial and Industrial
    8,156       142       9,646       17,944  
Land and Construction
    5,139       7,572       49,027       61,738  
Multi-Family
    62       4,291       33,500       37,853  
Retail/Office
    10,285       4,484       40,468       55,237  
Other Commercial Real Estate
    4,717       266       21,725       26,708  
Education
    9,703       8,414       24,360       42,477  
Other Consumer
    1,893       733       6,890       9,516  
 
                       
 
                               
 
  $ 46,244     $ 30,479     $ 238,256     $ 314,979  
 
                       
Total delinquencies (loans past due 30 days or more) at June 30, 2011 were $302.2 million. The Corporation has experienced a slight reduction in delinquencies since March 31, 2011due to modestly improving credit conditions. The Corporation has no loans past due 90 days or more that are still accruing interest, and may place loans less than 90 days delinquent on non-accrual status when the probability of collection of principal and interest is deemed to be insufficient to warrant further accrual.
Credit Quality Indicators
The Corporation categorizes certain loans (see description of population below) into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. For all loans other than consumer and residential, the Corporation analyzes loans individually by classifying the loans as to credit risk and assesses the probability of collection for each type of class. This analysis includes

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loans with an outstanding balance greater than $500,000 and non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a monthly basis. The Corporation uses the following definitions for risk ratings:
Pass. Loans classified as pass represent assets that are evaluated and are performing under the stated terms. Pass rated assets are analyzed by the pay capacity of the obligator, current net worth of the obligator and/or by the value of the loan collateral.
Watch. Loans classified as watch possess potential weaknesses that require management attention, but do not yet warrant adverse classification. While the status of an asset put on this list may not technically trigger their classification as Substandard or Non-Accrual, it is considered a proactive way to identify potential issues and address them before the situation deteriorates further and does result in a loss for the Bank.
Substandard. Loans classified as substandard are inadequately protected by the current net worth, paying capacity of the obligor, or by the collateral pledged. Substandard assets must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain a loss if the deficiencies are not corrected.
Non-Accrual. Loans classified as non-accrual have the weaknesses of those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans that fall into this class are deemed collateral dependent and an individual impairment analysis is performed on all relationships greater than $500,000. Loans in this category are allocated a specific reserve if the collateral does not support the outstanding loan balance or charged off if deemed uncollectible.
As of June 30, 2011, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):
                                         
    Pass     Watch     Substandard     Non-Accrual     Total  
Commercial and Industrial:
  $ 32,564     $ 8,213     $ 17,974     $ 15,574     $ 74,325  
 
                                       
Commercial Real Estate:
                                       
Land and Construction
    69,949       24,661       81,472       56,424       232,506  
Multi-Family
    262,526       48,947       41,290       40,805       393,568  
Retail/Office
    193,168       65,999       88,430       47,693       395,290  
Other
    117,898       61,082       56,634       37,428       273,042  
 
                             
 
                                       
 
  $ 676,105     $ 208,902     $ 285,800     $ 197,924     $ 1,368,731  
 
                             

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As of March 31, 2011, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):
                                         
    Pass     Watch     Substandard     Non-Accrual     Total  
Commercial and Industrial:
  $ 39,361     $ 21,256     $ 20,831     $ 18,241     $ 99,689  
 
                                       
Commercial Real Estate:
                                       
Land and Construction
    72,988       37,793       72,790       67,472       251,043  
Multi-Family
    285,874       49,572       48,729       39,412       423,587  
Retail/Office
    211,321       61,089       92,773       54,256       419,439  
Other
    114,595       68,127       62,478       31,488       276,688  
 
                             
 
                                       
 
  $ 724,139     $ 237,837     $ 297,601     $ 210,869     $ 1,470,446  
 
                             
Residential and consumer loans are managed on a pool basis due to their homogeneous nature. Loans that are delinquent 90 days or more are considered non-accrual. The following table presents the recorded investment in residential and consumer loans based on accrual status as of June 30, 2011 (in thousands):
                         
    Pass     Non-Accrual     Total  
Residential:
  $ 576,098     $ 55,674     $ 631,772  
 
                       
Consumer
                       
Education
    243,067       25,549       268,616  
Other Consumer
    268,932       6,563       275,495  
 
                 
 
                       
 
  $ 1,088,097     $ 87,786     $ 1,175,883  
 
                 
The following table presents the recorded investment in residential and consumer loans based on accrual status as of March 31, 2011 (in thousands):
                         
    Pass     Non-Accrual     Total  
Residential:
  $ 584,768     $ 63,746     $ 648,514  
 
                       
Consumer
                       
Education
    252,375       24,360       276,735  
Other Consumer
    279,852       7,299       287,151  
 
                 
 
                       
 
  $ 1,116,995     $ 95,405     $ 1,212,400  
 
                 
A substantial portion of the Bank’s loans are collateralized by real estate in Wisconsin and adjacent states. Accordingly, the ultimate collectibility of a substantial portion of the loan portfolio is susceptible to changes in market conditions in that area.
Pledged Loans
At June 30, 2011, mortgage and education loans receivable with a carrying value of approximately $806.5 million and $118.7 million, respectively, were pledged to secure borrowings and for other purposes as permitted or required by law.

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Note 7 – Foreclosed Properties and Repossessed Assets
Real estate acquired by foreclosure, real estate acquired by deed in lieu of foreclosure and other repossessed assets are held for sale and are initially recorded at fair value less estimated selling expenses at the date of foreclosure. At the date of foreclosure, any write down to fair value less estimated selling costs is charged to the allowance for loan losses. Any increases in fair value over the net carrying value of the loans are recorded as recoveries to the allowance for loan losses to the extent of previous charge-offs, with any excess, which is infrequent, recognized as a gain. Subsequent to foreclosure, valuations are periodically performed and a valuation allowance is established and charged to expense if fair value less estimated selling costs exceeds the carrying value. Costs relating to the development and improvement of the property may be capitalized; holding period costs and subsequent changes to the valuation allowance are charged to expense.
A summary of the activity in foreclosed properties and repossessed assets is as follows (in thousands):
                 
    For the three months ended  
    June 30,  
    2011     2010  
Balance at beginning of period
  $ 90,707     $ 55,436  
 
               
Additions
    23,252       10,231  
Capitalized improvements
           
Valuations/write-offs
    (279 )     (3,051 )
Sales
    (24,189 )     (13,203 )
 
           
 
               
Balance at end of period
  $ 89,491     $ 49,413  
 
           
The amounts above are net of a valuation allowance of $20.9 million and $20.0 million at June 30, 2011 and March 31, 2011, respectively, recognized during the holding period for declines in fair value subsequent to the foreclosure or acceptance of deed in lieu of foreclosure.
During the three months ended June 30, 2011, net expense from REO operations was $7.6 million, consisting of $279,000 of valuation adjustments and write offs, $1.2 million of net gain on sales, $1.1 million of foreclosure cost expense and $7.4 million of net expenses from operations. During the three months ended June 30, 2010, net expense from REO operations was $5.6 million, consisting of $3.1 million of valuations and write offs, $1.2 million of net gain on sales, $2.0 million of foreclosure cost expense and $1.7 million of net expenses from operations.
Note 8 – Regulatory Capital
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Qualitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of core, tangible, and risk-based capital. Management believes, as of March 31, 2011, that the Bank was adequately capitalized under PCA guidelines. Under these OTS requirements, a bank must have a total Risk-Based Capital Ratio of 8.0 percent or greater to be considered “adequately capitalized.” The Bank continues to work toward the requirements of the previously issued Cease and Desist Order which requires a total Risk-Based Capital Ratio of 12.0 percent, which exceeds traditional capital requirements for a bank. The Bank does not currently meet these elevated capital levels. See Note 3.

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The following summarizes the Bank’s capital levels and ratios at June 30, 2011 and March 31, 2011 and those required by the OTS:
                                                                 
                                    Minimum Required        
                    Minimum     to be Well        
                    Required     Capitalized        
                    For Capital     Under     Minimum Required  
                    Adequacy     OTS     Under Order to  
    Actual     Purposes     Requirements     Cease and Desist  
    Amount     Ratio     Amount     Ratio     Amount     Ratio     Amount     Ratio  
                    (Dollars In Thousands)                                  
At June 30, 2011
                                                               
Tier 1 capital (to adjusted tangible assets)
  $ 144,385       4.44 %   $ 97,662       3.00 %   $ 162,769       5.00 %   $ 260,431       8.00 %
Risk-based capital (to risk-based assets)
    171,564       8.32       165,018       8.00       206,272       10.00       247,526       12.00  
Tangible capital (to tangible assets)
    144,385       4.44       48,831       1.50       N/A       N/A       N/A       N/A  
 
                                                               
At March 31, 2011:
                                                               
Tier 1 capital (to adjusted tangible assets)
  $ 145,807       4.26 %   $ 102,669       3.00 %   $ 171,115       5.00 %   $ 273,784       8.00 %
Risk-based capital (to risk-based assets)
    174,453       8.04       173,616       8.00       217,020       10.00       260,424       12.00  
Tangible capital (to tangible assets)
    145,807       4.26       51,335       1.50       N/A       N/A       N/A       N/A  
In June 2009, the Bank consented to the issuance of a Cease and Desist Order with the OTS which requires, among other things, capital requirements in excess of the generally applicable minimum requirements. The Bank’s official regulatory reporting capital levels as reported for the fiscal quarters ended March 31, 2011 and June 30, 2011 were 8.04% and 8.32%, respectively. Under OTS requirements, a bank is deemed adequately capitalized with a risk-based capital level of 8.0% or greater.
The following table reconciles the Bank’s stockholders’ equity to regulatory capital at June 30, 2011 and March 31, 2011:

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    June 30,     March 31,  
    2011     2011  
    (In Thousands)  
Stockholders’ equity of the Bank
  $ 138,786     $ 126,916  
Less: Disallowed servicing assets
    (1,417 )     (1,061 )
Accumulated other comprehensive loss
    7,016       19,952  
             
Tier 1 and tangible capital
    144,385       145,807  
Plus: Allowable general valuation allowances
    27,179       28,646  
             
Risk-based capital
  $ 171,564     $ 174,453  
             
Note 9 – Earnings Per Share
Basic earnings per share for the three months ended June 30, 2011 and 2010 has been determined by dividing net income available to common stockholders for the respective periods by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding plus the effect of dilutive securities. The effects of dilutive securities are computed using the treasury stock method.
                 
    Three Months Ended June 30,  
    2011     2010  
    (in thousands, except per share data)  
Numerator:
               
Numerator for basic and diluted earnings per share—income (loss) available to common stockholders
  $ (8,154 )   $ (15,522 )
 
               
Denominator:
               
Denominator for basic earnings per share—weighted-average shares
    21,248       21,251  
Effect of dilutive securities:
               
Employee stock options
           
Management Recognition Plans
           
             
Denominator for diluted earnings per share—adjusted weighted-average shares and assumed conversions
    21,248       21,251  
             
Basic loss per common share
  $ (0.38 )   $ (0.73 )
             
Diluted loss per common share
  $ (0.38 )   $ (0.73 )
             
At June 30, 2011, approximately 409,000 stock options were excluded from the calculation of diluted earnings per share because they were anti-dilutive. Treasury’s warrants to purchase approximately 7.4 million shares at an exercise price of $2.23 were also not included in the computation of diluted earnings per share because the warrants’ exercise price was greater than the average market price of common stock and was, therefore, anti-dilutive. Because of their anti-dilutive effect, the shares that would be issued if Treasury’s Senior Preferred Stock were converted into common stock are not included in the computation of diluted earnings per share for the three months ended June 30, 2011 and 2010.

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Note 10 – Commitments and Contingent Liabilities
The Corporation is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and financial guarantees which involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of those instruments reflect the extent of involvement and exposure to credit loss the Corporation has in particular classes of financial instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements.
Financial instruments whose contract amounts represent credit risk are as follows (in thousands):
                 
    June 30,     March 31,  
    2011     2011  
Commitments to extend credit:
  $ 8,003     $ 6,259  
Unused lines of credit:
               
Home equity
    118,773       120,194  
Credit cards
    32,673       34,435  
Commercial
    11,716       17,413  
Letters of credit
    19,414       19,432  
Credit enhancement under the Federal
               
Home Loan Bank of Chicago Mortgage
               
Partnership Finance Program
    21,602       21,602  
IDI borrowing guarantees-unfunded
    470       458  
Commitments to extend credit are in the form of a loan in the near future. Unused lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and may be drawn upon at the borrowers’ discretion. Letters of credit commit the Corporation to make payments on behalf of customers when certain specified future events occur. Commitments and letters of credit primarily have fixed expiration dates or other termination clauses and may require payment of a fee. As some such commitments expire without being drawn upon or funded by the Federal Home Loan Bank of Chicago (“FHLB”) under the Mortgage Partnership Finance Program, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. With the exception of credit card lines of credit, the Corporation primarily extends credit only on a secured basis. Collateral obtained varies, but consists primarily of single-family residences and income-producing commercial properties. Fixed-rate loan commitments expose the Corporation to a certain amount of interest rate risk if market rates of interest substantially increase during the commitment period.
Similar risks exist relative to loans classified as held for sale, which totaled $16.3 million at June 30, 2011. This exposure, however, is mitigated by the existence of firm commitments to sell the majority of the fixed-rate loans. Commitments to sell mortgage loans within 60 days at June 30, 2011 amounted to $51.0 million.
At June 30, 2011, the Corporation has $734,000 of reserves on unfunded commitments, unused lines of credit and letters of credit classified in other liabilities. The Corporation intends to fund commitments through current liquidity.
The IDI borrowing guarantees-unfunded represent the Corporation’s commitment through its IDI subsidiary to guarantee the borrowings of the related real estate investment partnerships, which are included in the consolidated financial statements.
Except for the above-noted commitments to originate and/or sell mortgage loans classified as held-for-sale in the normal course of business, the Corporation and the Bank have not undertaken the use of derivative financial instruments for any purpose.

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In the ordinary course of business, there are legal proceedings against the Corporation and its subsidiaries. Management considers that the aggregate liabilities, if any, resulting from such actions would not have a material, adverse effect on the consolidated financial position of the Corporation.
Note 11 – Fair Value of Financial Instruments
Disclosure of fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets. In cases where quoted market prices are not available, fair values are based on estimates using discounted cash flow or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments for which it is not practicable to estimate fair value, and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value of the Corporation.
The Corporation, in estimating its fair value disclosures for financial instruments, used the following methods and assumptions:
Cash and cash equivalents and accrued interest: The carrying amounts reported in the consolidated balance sheets approximate those assets’ and liabilities’ fair values.
Investment securities: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. For securities in inactive markets, fair values are based on discounted cash flow or other valuation models.
Loans receivable: The fair values for loans held for sale are based on outstanding sale commitments or quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. For variable-rate loans held for investment that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair value of fixed-rate residential mortgage loans held for investment, commercial real estate loans, commercial and industrial loans and consumer and other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. For construction loans, fair values are based on carrying values due to the short-term nature of the loans.
Federal Home Loan Bank stock: The carrying amount of FHLB stock approximates its fair value as it can only be redeemed to the FHLB at its par value.
Deposits: The fair values for negotiable order of withdrawal accounts, passbook accounts and variable rate insured money market accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values of fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies current interest rates being offered on certificates of deposit to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit.
Other Borrowed Funds: The fair values of the Corporation’s borrowings are estimated using discounted cash flow analysis, based on the Corporation’s current incremental borrowing rates for similar types of borrowing arrangements.
Off-balance-sheet instruments: Fair values of the Corporation’s off-balance-sheet instruments (lending commitments and unused lines of credit) are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the counterparties’ credit standing and discounted cash flow analyses. The fair value of these off-balance-sheet items approximates the recorded amounts of the related fees and is not material at June 30, 2011 and March 31, 2011.

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The carrying amounts and fair values of the Corporation’s financial instruments consist of the following (in thousands):
                                 
    June 30, 2011     March 31, 2011  
    Carrying     Fair     Carrying     Fair  
    Amount     Value     Amount     Value  
         
Financial assets:
                               
Cash and cash equivalents
  $ 128,746     $ 128,746     $ 107,015     $ 107,015  
Investment securities available for sale
    470,771       470,771       523,289       523,289  
Investment securities held to maturity
    25       25       27       28  
Loans held for sale
    16,333       16,544       7,538       7,633  
Loans held for investment
    2,390,987       2,304,587       2,520,367       2,430,117  
Mortgage servicing rights
    24,105       25,210       24,961       26,554  
Federal Home Loan Bank stock
    54,829       54,829       54,829       54,829  
Accrued interest receivable
    15,623       15,623       16,353       16,353  
 
                               
Financial liabilities:
                               
Deposits
    2,646,465       2,600,063       2,703,659       2,653,725  
Other borrowed funds
    543,679       566,358       654,779       676,914  
Accrued interest payable—borrowings
    24,200       24,200       20,166       20,166  
Accrued interest payable—deposits
    3,010       3,010       3,501       3,501  
Accounting guidance for fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements. It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
In determining the fair value, the Corporation uses various valuation methods including market, income and cost approaches. Based on these approaches, the Corporation utilizes assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable inputs. The Corporation uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on observability of the inputs used in the valuation techniques, the Corporation is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
    Level 1: Valuations for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
 
    Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities.
 
    Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. Level 3 valuations incorporate certain unobservable assumptions and projections in determining the fair value assigned to such assets.

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Fair Value on a Recurring Basis
The following table presents the financial instruments carried at fair value as of June 30, 2011 and March 31, 2011, by the valuation hierarchy (as described above) (in thousands):
                                 
    June 30, 2011     Fair Value Measurements Using  
            Quoted Prices              
            in Active     Significant Other     Significant  
            Markets for     Observable     Unobservable  
            Identical Assets     Inputs     Inputs  
    Total     (Level 1)     (Level 2)     (Level 3)  
Available for sale debt securities:
                               
U.S. Government sponsored and federal agency obligations
  $ 4,195     $     $ 4,195     $  
Agency CMOs and REMICs
    335             335        
Non-agency CMOs
    35,270                   35,270  
Residential agency mortgage-backed securities
    6,143             6,143        
GNMA securities
    423,531             423,531        
Corporate bonds
    1,093       593       500        
 
                               
Available for sale equity securities:
                               
U.S. Government sponsored agency preferred stock
    204       204              
 
                       
Total assets at fair value
  $ 470,771     $ 797     $ 434,704     $ 35,270  
 
                       
                                 
    March 31, 2011     Fair Value Measurements Using  
            Quoted Prices              
            in Active     Significant Other     Significant  
            Markets for     Observable     Unobservable  
            Identical Assets     Inputs     Inputs  
    Total     (Level 1)     (Level 2)     (Level 3)  
Available for sale debt securities:
                               
U.S. Government sponsored and federal agency obligations
  $ 4,126     $     $ 4,126     $  
Agency CMOs and REMICs
    358             358        
Non-agency CMOs
    46,637                   46,637  
Residential agency mortgage-backed securities
    6,389             6,389        
GNMA securities
    464,560             464,560        
Corporate bonds
    1,083       583       500        
 
                               
Available for sale equity securities:
                               
U.S. Government sponsored agency preferred stock
    136       136              
 
                       
 
                               
Total assets at fair value
  $ 523,289     $ 719     $ 475,933     $ 46,637  
 
                       
An independent pricing service is used to price available-for-sale U.S. Government and federal agency obligations, agency CMOs and Real Estate Mortgage Investments (“REMICs”), residential agency mortgage-backed securities, Ginnie Mae securities and corporate bonds using a market data model under Level 2. The significant inputs used at June 30, 2011 to price Ginnie Mae securities include coupon rates of 1.75% to 5.50%, durations of 0.2 to 8.1 years and PSA prepayment speeds of 167 to 450.
The Corporation had 99.7% of its non-agency CMOs valued by an independent pricing service that used a discounted cash flow model that uses Level 3 inputs in accordance with accounting guidance. The significant inputs used by the model at June 30, 2011 include observable inputs of 30 to 59 day delinquency of 0.8% to 4.9%, 60 to 89 day delinquency of 0.1% to 2.6%, 90 plus day delinquency of 0.8% to 8.4%, loss severity of 28.8% to 65.6%, coupon rates of 4.5% to 7.5%, current credit support of 0% to 17.5%, the month one to month 24 constant default rate of 1.0% to 10.9% and discount rates of 4.0% to 12.0%.

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The following is a reconciliation of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):
                                         
    Three Months        
    Ended     Year Ended  
    June 30, 2011     March 31, 2011  
                            Residential        
            Agency CMOs     Non-agency     Agency mortgage-     GNMA  
    Non-agency CMOs     and REMICs     CMOs     backed securities     securities  
 
                             
Balance at beginning of period
  $ 46,637     $ 1,413     $ 85,367     $ 15,440     $ 261,754  
 
                                       
Total gains (losses) (realized/unrealized)
                                       
Included in earnings
    21             2,754       (5 )     (1,327 )
Included in other comprehensive income
    (266 )     6       1,447       491       6,232  
Included in earnings as other than temporary impairment
                (440 )            
Purchases
                      17,058       92,879  
Principal repayments
    (2,585 )     (663 )     (19,918 )     (1,395 )     (7,168 )
Sales
    (8,537 )           (22,573 )            
Transfers out of level 3
          (756 )           (31,589 )     (352,370 )
 
                             
 
                                       
Balance at end of period
  $ 35,270     $     $ 46,637     $     $  
 
                             
There were no transfers in or out of Levels 1, 2 or 3 during the three months ended June 30, 2011. All non-agency CMO’s remained in Level 3 as of June 30, 2011.
Fair Value on a Nonrecurring Basis
Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table presents such assets carried on the consolidated balance sheet by caption and by level within the fair value hierarchy as of June 30, 2011 and March 31, 2011 (in thousands):
                                 
    June 30, 2011     Fair Value Measurements Using  
            Quoted Prices              
            in Active     Significant Other     Significant  
            Markets for     Observable     Unobservable  
            Identical Assets     Inputs     Inputs  
    Total     (Level 1)     (Level 2)     (Level 3)  
Impaired loans
  $ 116,009     $     $     $ 116,009  
Loans held for sale
    887                   887  
Mortgage servicing rights
    7,143                   7,143  
Foreclosed properties and repossessed assets
    89,491                   89,491  
 
                       
Total assets at fair value
  $ 213,530     $     $     $ 213,530  
 
                       

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    March 31, 2011     Fair Value Measurements Using  
            Quoted Prices              
            in Active     Significant Other     Significant  
            Markets for     Observable     Unobservable  
            Identical Assets     Inputs     Inputs  
    Total     (Level 1)     (Level 2)     (Level 3)  
Impaired loans
  $ 177,893     $     $     $ 177,893  
Loans held for sale
    278                   278  
Mortgage servicing rights
    6,251                   6,251  
Foreclosed properties and repossessed assets
    90,707                   90,707  
 
                       
Total assets at fair value
  $ 275,129     $     $     $ 275,129  
 
                       
The Corporation does not record impaired loans at fair value on a recurring basis. However, some loans are considered impaired and an allowance for loan losses is established. The specific reserves for collateral dependent impaired loans are based on the fair value of the collateral less estimated costs to sell. The fair value of collateral is usually determined based on appraisals. In some cases, adjustments were made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral. When significant adjustments were based on unobservable inputs, the resulting fair value measurement has been categorized as a Level 3 measurement.
Loans held for sale primarily consist of the current origination of certain fixed-rate mortgage loans and certain adjustable-rate mortgage loans and are carried at lower of cost or fair value, determined on a loan level basis. These loans are valued individually based upon quoted market prices and the amount of any gross loss is recorded as a mark to market charge in loans held for sale. Fees received from the borrower and direct costs to originate the loan are deferred and recorded as an adjustment of the loan carrying value.
Mortgage servicing rights are recorded as an asset when loans are sold to third parties with servicing rights retained. The cost allocated to the mortgage servicing rights retained has been recognized as a separate asset and is initially recorded at fair value and amortized in proportion to, and over the period of, estimated net servicing revenues. The carrying value of these assets is reviewed for impairment on a monthly basis using a lower of carrying value or fair value methodology. The fair value of the servicing rights is determined by estimating the present value of future net cash flows, taking into consideration market loan prepayment speeds, discount rates, servicing costs and other economic factors. For purposes of measuring impairment, the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (i.e., fixed or adjustable) and interest rate bands. The amount of impairment recognized is the amount by which the capitalized mortgage servicing rights on a loan-by-loan basis exceed their fair value.
Foreclosed properties and repossessed assets, upon initial recognition, are measured and reported at fair value less estimated costs to sell through a charge-off to the allowance for loan losses based upon the fair value of the foreclosed asset. The fair value of foreclosed properties and repossessed assets, upon initial recognition, is estimated using Level 3 inputs based on fair value less estimated costs to sell. Foreclosed properties and repossessed assets are re-measured at fair value after initial recognition through the use of a valuation allowance on foreclosed assets.
Note 12 – Income Taxes
The Corporation accounts for income taxes on the asset and liability method. Deferred tax assets and liabilities are recorded based on the difference between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, computed using enacted tax rates. We have maintained significant net deferred tax assets for deductible temporary differences, the largest of which relates to our allowance for loan losses. For income tax return purposes, only net charge-offs on uncollectible loan balances are deductible, not the provision for loan losses. Under generally accepted accounting principles, a valuation allowance is required to be recognized if it is “more likely than not” that a deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, the forecasts of future income, applicable tax planning strategies, and assessments of

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the current and future economic and business conditions. We consider both positive and negative evidence regarding the ultimate realizability of our deferred tax assets. Positive evidence includes the existence of taxes paid in available carryback years as well as the probability that taxable income will be generated in future periods while negative evidence includes significant losses in the current year or cumulative losses in the current and prior two years as well as general business and economic trends. At June 30, 2011 and March 31, 2011, we determined that a valuation allowance relating to our deferred tax asset was necessary. This determination was based largely on the negative evidence represented by the losses in the current and prior fiscal years caused by the significant loan loss provisions associated with our loan portfolio. In addition, general uncertainty surrounding future economic and business conditions have increased the potential volatility and uncertainty of our projected earnings. Therefore, a valuation allowance of $140.3 million at June 30, 2011 and $143.5 million at March 31, 2011 was recorded to offset net deferred tax assets that exceed the Corporation’s carryback potential.
The significant components of the Corporation’s deferred tax assets (liabilities) are as follows (in thousands):
                 
    At June 30,     At March 31,  
    2011     2011  
Deferred tax assets:
               
Allowances for loan losses
  $ 64,098     $ 68,286  
Other loss reserves
    2,860       2,723  
Federal NOL carryforwards
    66,209       61,433  
State NOL carryforwards
    15,605       14,906  
Unrealized gains/(losses)
    2,829       7,984  
Other
    4,327       4,310  
 
           
Total deferred tax assets
    155,928       159,642  
Valuation allowance
    (140,267 )     (143,505 )
             
Adjusted deferred tax assets
    15,661       16,137  
 
               
Deferred tax liabilities:
               
FHLB stock dividends
    (3,962 )     (3,962 )
Mortgage servicing rights
    (9,547 )     (9,884 )
Purchase accounting
           
Other
    (2,152 )     (2,291 )
 
           
Total deferred tax liabilities
    (15,661 )     (16,137 )
 
           
 
               
Net deferred tax assets
  $     $  
 
           
The Corporation is subject to U.S. federal income tax as well as income tax of state jurisdictions. The tax years 2008-2010 remain open to examination by the Internal Revenue Service and certain state jurisdictions while the years 2007-2010 remain open to examination by certain other state jurisdictions.
Income tax expense includes $10,000 of franchise taxes for the three month period ended June 30, 2011. The effective tax rate was 0.21% for the three- month period ended June 30, 2011, respectively, due to a $3.2 million deferred tax asset valuation allowance reduction. This rate compared to 0% for the same respective periods last year.
The Corporation recognizes interest and penalties related to uncertain tax positions in income tax expense. As of June 30, 2011 and March 31, 2011, the Corporation has not recognized any accrued interest and penalties related to uncertain tax positions.

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Note 13 – Credit Agreement
The Corporation owes $116.3 million on a short-term line of credit to various lenders led by U.S. Bank. The Corporation is currently in default on the Credit Agreement as a result of failure to make a principal payment on March 2, 2009. On May 31, 2011, the Corporation entered into Amendment No. 7 dated May 25, 2011 (the “Amendment”) to the Amended and Restated Credit Agreement, dated as of June 9, 2008 (the “Credit Agreement”), among the Corporation, the lenders from time to time a party thereto, and U.S. Bank National Association, as administrative agent for such lenders, or the “Agent.”
Under the Amendment, the Agent and the Lenders agree to forbear from exercising their rights and remedies against the Corporation until the earliest to occur of the following: (i) the occurrence of any Event of Default (other than a failure to make principal payments on the outstanding balance under the Credit Agreement or other Existing Defaults); or (ii) November 30, 2011. Notwithstanding the agreement to forbear, the Agent may at any time, in its sole discretion, take any action reasonably necessary to preserve or protect its interest in the stock of the Bank, IDI or any other collateral securing any of the obligations against the actions of the Corporation or any third party without notice to or the consent of any party.
The Amendment also provides that the outstanding balance under the Credit Agreement shall bear interest at a rate equal to 15% per annum. Interest accruing under the Credit Agreement is due on the earlier of (i) the date the loans are paid in full or (ii) November 30, 2011. At June 30, 2011, the Corporation had accrued interest payable related to the Credit Agreement of $22.7 million and an accrued amendment fee of $4.7 million.
Within two business days after the Corporation obtains knowledge of an “event,” as defined in the Credit Agreement, the Chief Financial Officer of the Bank shall submit a statement of the event together with a statement of the actions which the Corporation proposes to take to the Agent as a result of the occurrence of such event. An event may include: (i) any event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a Default under the Credit Agreement; (ii) a default or an event of default under any other material agreement to which the Corporation or Bank is a party; or (iii) any pending or threatened litigation or certain administrative proceedings.
The Amendment requires the Bank to maintain the following financial covenants:
    a Tier 1 Leverage Ratio of not less than 3.95% at all times.
 
    a Total Risk Based Capital ratio of not less than 7.65% at all times.
 
    the ratio of Non-Performing Loans to Gross Loans shall not exceed 12.00% at any time.
The Credit Agreement and the Amendment also contain customary representations, warranties, conditions and events of default for agreements of such type. At June 30, 2011, the Corporation was in compliance with all covenants contained in the Credit Agreement and the Amendment. Under the terms of the amended Credit Agreement and the Amendment, the Agent and the lenders have certain rights, including the right to accelerate the maturity of the borrowings if all covenants are not complied with. Currently, no such action has been taken by the Agent or the Lenders. However, the default creates significant uncertainty related to the Corporation’s operations.
Note 14 – Temporary Liquidity Guarantee Program
In October 2008, the Secretary of the United States Department of the Treasury invoked the systemic risk exception of the FDIC Improvement Act of 1991 and the FDIC announced the Temporary Liquidity Guarantee Program (the “TLGP”). The TLGP provides a guarantee, through the earlier of maturity or June 30, 2012, of certain senior unsecured debt issued by participating Eligible Entities (including the Corporation) between October 14, 2008 and June 30, 2009. The Bank signed a master agreement with the FDIC on December 5, 2008 for issuance of bonds under the program. As of June 30, 2011, the Bank had $60.0 million of bonds issued under the program out of the $88.0 million that the Bank is eligible to issue. The bonds, which are scheduled to mature on February 11, 2012, bear interest at a fixed rate of 2.74% which is due semi-annually.

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Note 15 – Capital Purchase Program
Pursuant to the Capital Purchase Program (“CPP”), Treasury, on behalf of the U.S. government, purchased the Corporation’s preferred stock, along with warrants to purchase the Corporation’s common stock. The preferred stock has a dividend rate of 5% per year, until the fifth anniversary of Treasury’s investment and a dividend of 9% thereafter. During the time Treasury holds securities issued pursuant to this program, the Corporation is required to comply with certain provisions regarding executive compensation and corporate governance. Participation in the CPP also imposes certain restrictions upon the Corporation’s dividends to common shareholders and stock repurchase activities. The Corporation elected to participate in the CPP and received $110 million. The Corporation has deferred nine dividend payments on the Series B Preferred Stock held by the U.S. Treasury. The Treasury has indicated to the Corporation that it intends to exercise its right to appoint two directors to the Board of Directors of the Corporation. At June 30, 2011 and March 31, 2011, the cumulative amount of dividends in arrears not declared was $14.0 million and $12.5 million, respectively.

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ANCHOR BANCORP WISCONSIN INC.
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Set forth below is management’s discussion and analysis of the consolidated results of operations and financial condition of Anchor Bancorp Wisconsin Inc. (the “Corporation”) and its wholly-owned subsidiaries, AnchorBank fsb (the “Bank”) and Investment Directions Inc., for the three months ended June 30, 2011, which includes information on significant regulatory developments and the Corporation’s risk management activities, including asset/liability management strategies, sources of liquidity and capital resources. This discussion should be read in conjunction with the unaudited consolidated financial statements and supplemental data contained elsewhere in this quarterly report filed on Form10-Q for the three-month period ending June 30, 2011.
EXECUTIVE OVERVIEW
On June 26, 2009, the Corporation and the Bank each consented to the issuance of an Order to Cease and Desist by the Office of Thrift Supervision. The Cease and Desist Order required, that, no later than December 31, 2009, the Bank meet and maintain both a core capital ratio equal to or greater than 8 percent and a total risk-based capital ratio equal to or greater than 12 percent.
The Cease and Desist Order also required that the Bank submit a Capital Restoration Plan along with a revised business plan to the OTS. The Bank complied with that directive on July 23, 2010 with the submission of its Revised Capital Restoration Plan (the “Plan”). On August 31, 2010, the OTS approved the Plan submitted by the Bank, although the approval included a Prompt Corrective Action Directive (PCA).
On July 21, 2011, the OTS, which was our primary regulator, ceased operations pursuant to the provisions of the Dodd-Frank Act. As of July 21, 2011, regulation of the Bank was assumed by the Office of the Comptroller of the Currency (“OCC”), and the Federal Reserve became the primary regulator for the Corporation. The full impact of the change in regulators on our operations will not be known for some time. The Federal Reserve and the OCC are now responsible for the administration of the Cease and Desist Order.
At June 30, 2011, the Bank and the Corporation complied with all aspects of the Cease and Desist and the Prompt and Corrective Action Directive, except the Bank had a core capital ratio and total risk-based capital ratio of 4.44 percent and 8.32 percent, respectively, each below the required capital ratios set forth above.
The Plan includes two sets of assumptions for continuing to improve the Bank’s capital levels, one based on obtaining capital from an outside source, and one which reflects the ongoing efforts of management to stabilize the Corporation in the absence of an external capital infusion. Management has defined a strategy of improving the financial performance of, and efficiency of, the Bank to increase the likelihood that it will be able to attract outside capital.
The total risk-based capital level for the Bank has steadily improved during fiscal year 2011 and the first quarter of fiscal year 2012; from 7.32 percent at March 31, 2010 to 8.04 percent at March 31, 2011 and 8.32 percent at June 30, 2011. Under the applicable regulations, the Bank is considered to be adequately capitalized as of June 30, 2011. The improvement in capital was achieved through a number of initiatives including reducing the size of the balance sheet, enhancing asset/liability management, improving asset quality, and creating a more efficient operating platform.
Results of specific initiatives taken since March 2010 include:
    Sale of Branches — On June 25, 2010, the Bank sold 11 branches located in Northwestern Wisconsin to Royal Credit Union, In July of 2010, the Bank completed the sale of four branches located in Green Bay, Wisconsin to Nicolet National Bank. These sales, along with the closing of 3 branches in 2009, have reduced the number of branches to 56 from its peak of 74.
 
    Smaller Balance Sheet — Total assets decreased just over $1 billion, or 23.1 percent, from $4.42 billion at March 31, 2010, to $3.39 billion at March 31, 2011, and another $154.0 million, or 4.5% during the quarter

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      ending June 30, 2011. The declines were largely due to scheduled payoffs and amortization in loans receivable. The Bank has also significantly curtailed its new loan origination activity. The declines were also the result of the aforementioned branch sales and the sale of a portion of the education loan portfolio in fiscal year 2011.
 
    Expense Reduction — The Bank has focused more intensely on reducing expenses in the past several quarters. During the second quarter of fiscal year 2011, the Bank conducted a Strategic Business Review with the goal of reducing expenses commensurate with the reduction in the size of the Bank. The focus of the Strategic Business Review was on reducing personnel costs and operating cost. Non-interest expenses, which remain elevated due to the high cost of the troubled loan portfolio, declined $5.0 million, from $35.7 million in the quarter ending June 30, 2010 to $30.7 million in the comparable quarter of 2011, due largely to decreases of $2.1 million in FDIC insurance premiums, $1.6 million in compensation expense, $1.2 million in other professional fees and $1.2 million in legal services.
Operating Results
The Corporation recorded a net loss of $4.8 million for the quarter ended June 30, 2011, down from a $12.1 million loss for the quarter ended June 30, 2010, a $7.3 million improvement. The improved results were primarily due to the following:
    Net Interest Income — Net interest income before provision for credit losses totaled $21.5 million in the quarter ending June 30, 2011, an increase of $2.6 million over the prior year quarter despite the significant reduction in the size of the balance sheet discussed above. The yield on earning assets improved by 29 basis points from 4.37 percent for the first quarter of fiscal 2011 to 4.66 percent for the comparable period in fiscal 2012. The cost of funds also improved dropping by 64 basis points, from 2.41 percent to 1.77 percent, in the same quarter-over-quarter period. The net interest margin was 2.77 percent for the quarter ended June 30, 2011, compared to 1.86 percent for the quarter ended June 30, 2010, a 91 basis point improvement over the prior year.
 
    Provision for Credit Losses — The largest driver of the improvement in results for the quarter was the reduction in the provision for credit losses. The provision for credit losses declined from $8.9 million in the first quarter of fiscal year 2011 to $3.5 million in the current quarter, a 61 percent decline. This positive trend in the provision for credit losses was primarily due to stabilization of collateral property values and the Bank’s decision to significantly curtail new loan origination activity.
 
    Non-interest income — Non-interest income totaled $7.9 million in the quarter ending June 30, 2011, a decrease of $5.7 million over the same period in 2010 primarily due to net gain on sale of branches in 2010 of $4.9 million.
Credit Highlights
The Corporation has seen some improvement in early stage and overall delinquencies in the first quarter of fiscal 2012. At June 30, 2011, non-performing loans (consisting of loans past due more than 90 days, loans less than 90 days delinquent but placed on non-accrual status due to anticipated probable loss and non-accrual troubled debt restructurings) were $285.7 million, $86.9 million below the $372.6 million balance at June 30, 2010. However, this positive trend has been somewhat offset by an increase in the volume of foreclosed properties on the consolidated balance sheet. Total foreclosed properties and repossessed assets were $49.4 million at June 30, 2010 and $89.5 million at June 30, 2011. This increased level of foreclosed properties also has a direct negative impact on the expenses related to foreclosed properties and repossessed assets due to the high cost of carrying these assets.
The allowance for loan losses declined to $138.7 million at June 30, 2011 from $150.1 million at March 31, 2011, a 7.6% decrease. Net charge-offs during the quarter ended June 30, 2011 were $15.0 million compared to $22.0 million for the same period in 2010. While the balance in the allowance for loan losses declined during the first

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quarter of fiscal 2012, the allowance compared to total loans and to total non-performing loans increased slightly since March 31, 2011.
Recent Market and Industry Developments
The economic turmoil that began in the middle of 2007 and continued through 2008 and 2009 has now settled into a slow economic recovery in 2010 and 2011. At this time the recovery has somewhat uncertain prospects. This has been accompanied by dramatic changes in the competitive landscape of the financial services industry and a wholesale reformation of the legislative and regulatory landscape with the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), which was signed into law by President Obama on July 21, 2010.
Dodd-Frank is extensive, complex and comprehensive legislation that impacts many aspects of banking organizations. Dodd-Frank is likely to negatively impact the Corporation’s revenue and increase both the direct and indirect costs of doing business, as it includes provisions that could increase regulatory fees and deposit insurance assessments and impose heightened capital standards, while at the same time impacting the nature and costs of the Corporation’s businesses. On July 21, 2011, the OTS, which was our primary regulator, ceased operations pursuant to the provisions of the Dodd-Frank Act. As of July 21, 2011, regulation of the Bank was assumed by the Office of the Comptroller of the Currency (“OCC”), and the Federal Reserve became the primary regulator for the Corporation. The full impact of the change in regulators on our operations will not be known for some time. The Federal Reserve and the OCC are now responsible for the administration of the Cease and Desist Order.

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Financial Highlights
Highlights for the first quarter ended June 30, 2011 include:
    Diluted (loss) per common share decreased to $(0.38) for the quarter ended June 30, 2011 compared to $(0.73) per share for the quarter ended June 30, 2010;
 
    The net interest margin increased to 2.77% for the quarter ended June 30, 2011 compared to 1.86% for the quarter ended June 30, 2010;
 
    Loans receivable decreased $120.6 million, or 4.8%, since March 31, 2011 primarily due to scheduled pay-offs and amortization and the transfer of $23.3 million to foreclosed properties;
 
    Deposits and related accrued interest payable decreased $57.7 million, or 2.1%, since March 31, 2011;
 
    Book value per common share was $(5.30) at June 30, 2011 compared to $(5.68) at March 31, 2011 and $(3.32) at June 30, 2010;
 
    Total non-performing assets (consisting of loans past due more than ninety days, loans past due less than ninety days but placed on non-accrual status due to anticipated probable loss, non-accrual troubled debt restructurings and foreclosed properties and repossessed assets) decreased $21.8 million, or 5.5%, to $375.2 million at June 30, 2011 from $397.0 million at March 31, 2011;
 
    Total non-performing loans (consisting of loans past due more than 90 days, loans less than 90 days delinquent but placed on non-accrual status due to anticipated probable loss and non-accrual troubled debt restructurings) decreased $20.6 million, or 6.7% to $285.7 million at June 30, 2011 from $306.3 million at March 31, 2011;
 
    Provision for credit losses decreased $5.4 million, or 61.0%, to $3.5 million for the three months ended June 30, 2011 from $8.9 million for the three months ended June 30, 2010; and
 
    Delinquencies (loans past due 30 days or more) decreased $12.8 million or 4.1%, to $302.2 million at June 30, 2011 from $315.0 million at March 31, 2011.

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Selected quarterly data are set forth in the following tables.
                                 
            Three Months Ended        
(Dollars in thousands — except per share amounts)   6/30/2011     3/31/2011     12/31/2010     9/30/2010  
     
Operations Data:
                               
Net interest income
  $ 21,520     $ 21,460     $ 22,314     $ 22,418  
Provision for credit losses
    3,482       10,178       21,412       10,674  
Net gain on sale of loans
    1,173       1,600       5,601       9,216  
Net gain on sale of investment securities
    1,136       709       1,187       6,653  
Net gain on sale of branches
          2       100       2,318  
Other non-interest income
    5,618       4,479       4,798       5,533  
Non-interest expense
    30,710       36,305       24,647       34,112  
Income (loss) before income tax expense (benefit)
    (4,745 )     (18,233 )     (12,059 )     1,352  
Income tax expense (benefit)
    10       150             14  
Net income (loss)
    (4,755 )     (18,383 )     (12,059 )     1,338  
(Income) loss attributable to non-controlling interest in real estate partnerships
                       
Preferred stock dividends in arrears
    (1,536 )     (1,503 )     (1,494 )     (1,352 )
Preferred stock discount accretion
    (1,863 )     (1,843 )     (1,853 )     (1,853 )
Net loss available to common equity of Anchor BanCorp
    (8,154 )     (21,729 )     (15,406 )     (1,867 )
 
                               
Selected Financial Ratios (1):
                               
Yield on earning assets
    4.66 %     4.57 %     4.66 %     4.80 %
Cost of funds
    1.77       1.84       2.07       2.24  
Interest rate spread
    2.89       2.73       2.59       2.56  
Net interest margin
    2.77       2.63       2.51       2.45  
Return on average assets
    (0.39 )     (2.12 )     (1.31 )     0.13  
Return on average equity
    N/M       N/M       N/M       20.30  
Average equity to average assets
    (0.32 )     (0.15 )     0.41       0.63  
Non-interest expense to average assets
    3.69       4.18       2.64       3.51  
 
                               
Per Share:
                               
Basic loss per common share
  $ (0.38 )   $ (1.02 )   $ (0.72 )   $ (0.09 )
Diluted loss per common share
    (0.38 )     (1.02 )     (0.72 )     (0.09 )
Dividends per common share
                       
Book value per common share
    (5.30 )     (5.68 )     (4.85 )     (3.25 )
 
                               
Financial Condition:
                               
Total assets
  $ 3,240,867     $ 3,394,825     $ 3,580,752     $ 3,803,853  
Loans receivable, net
                               
Held for sale
    16,333       7,538       37,196       28,744  
Held for investment
    2,390,987       2,520,367       2,661,991       2,839,217  
Deposits and accrued interest
    2,649,475       2,707,160       2,844,325       3,027,735  
Other borrowed funds
    543,679       654,779       677,129       696,429  
Stockholders’ (deficit) equity
    (4,990 )     (13,171 )     4,939       39,611  
Allowance for loan losses
    138,740       150,122       157,438       156,186  
Non-performing assets(2)
    375,201       396,981       403,364       410,347  
 
(1)   Annualized when appropriate.
 
(2)   Non-performing assets consist of loans past due more than ninety days, loans past due less than ninety days but placed on non-accrual status due to anticipated probable loss, non-accrual troubled debt restructurings and OREO.
N/M — Not meaningful

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            Three Months Ended        
(Dollars in thousands — except per share amounts)   6/30/2010     3/31/2010     12/31/2009     9/30/2009  
     
Operations Data:
                               
Net interest income
  $ 18,888     $ 18,692     $ 22,377     $ 18,965  
Provision for credit losses
    8,934       20,170       10,456       60,900  
Net gain on sale of loans
    1,347       3,314       2,805       1,062  
Net gain on sale of investment securities
    112       1,699       5,783       2,108  
Net gain on sale of branches
    4,930                    
Other non-interest income
    7,278       5,493       7,108       7,761  
Other non-interest expense
    35,695       37,093       37,770       44,065  
Loss before income tax expense (benefit)
    (12,074 )     (28,065 )     (10,153 )     (75,069 )
Income tax expense (benefit)
          (1,503 )     3        
Net loss
    (12,074 )     (26,562 )     (10,156 )     (75,069 )
(Income) loss attributable to non-controlling interest in real estate partnerships
                      85  
Preferred stock dividends in arrears
    (1,585 )     (1,436 )     (1,419 )     (1,401 )
Preferred stock discount accretion
    (1,863 )     (1,843 )     (1,853 )     (1,853 )
Net loss available to common equity of Anchor BanCorp
    (15,522 )     (29,841 )     (13,428 )     (78,408 )
 
                               
Selected Financial Ratios (1):
                               
Yield on earning assets
    4.37 %     4.56 %     4.92 %     4.62 %
Cost of funds
    2.41       2.69       2.79       3.00  
Interest rate spread
    1.96       1.87       2.13       1.62  
Net interest margin
    1.86       1.77       2.05       1.58  
Return on average assets
    (1.13 )     (2.40 )     (0.89 )     (5.97 )
Return on average equity
    (184.75 )     (232.27 )     (64.05 )     (242.30 )
Average equity to average assets
    0.61       1.03       1.39       2.46  
Non-interest expense to average assets
    3.33       3.34       3.30       3.49  
 
                               
Per Share:
                               
Basic loss per common share
  $ (0.73 )   $ (1.40 )   $ (0.63 )   $ (3.71 )
Diluted loss per common share
    (0.73 )     (1.40 )     (0.63 )     (3.71 )
Dividends per common share
                       
Book value per common share
    (3.32 )     (3.13 )     (2.17 )     (1.27 )
 
                               
Financial Condition:
                               
Total assets
  $ 3,998,929     $ 4,416,265     $ 4,453,975     $ 4,634,619  
Loans receivable, net
                               
Held for sale
    24,362       19,484       35,640       28,904  
Held for investment
    3,040,398       3,229,580       3,383,246       3,506,464  
Deposits and accrued interest
    3,225,382       3,552,762       3,598,185       3,739,997  
Other borrowed funds
    701,429       789,729       754,422       755,797  
Stockholders’ equity
    38,040       42,214       62,905       82,600  
Allowance for loan losses
    166,649       179,644       164,494       170,664  
Non-performing assets(2)
    450,010       455,372       379,526       485,020  
 
(1)   Annualized when appropriate.
 
(2)   Non-performing assets consist of loans past due more than ninety days, loans past due less than ninety days but placed on non-accrual status due to anticipated probable loss, non-accrual troubled debt restructurings and OREO.

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RESULTS OF OPERATIONS
Overview
Net loss for the three months ended June 30, 2011 decreased $7.3 million or 60.6% to a net loss of $4.8 million from a net loss of $12.1 million as compared to the respective period in the prior year. The decrease in net loss for the three-month period compared to the same period last year was largely due to a decrease in provision for credit losses of $5.5 million, a decrease in non-interest expense of $5.0 million and an increase in net interest income of $2.6 million, which were partially offset by a decrease in non-interest income of $5.7 million.
Net Interest Income
Net interest income increased $2.6 million or 13.9% for the three months ended June 30, 2011, as compared to the same respective period in the prior year. Interest income decreased $8.3 million or 18.6% for the three months ended June 30, 2011, as compared to the same period in the prior year due to a decline in average balances resulting from a reduction in loan balances due to branch sales, loan pay downs and transfers to OREO. Interest expense decreased $10.9 million or 42.7% for the three months ended June 30, 2011, as compared to the same period in the prior year due to a reduction in deposit accounts due to branch sales, reduced funding needs and improved pricing disciplines. The net interest margin increased to 2.77% for the three-month period ended June 30, 2011 from 1.86% for the three-month period in the prior year. The change in the net interest margin reflects the decrease in cost of interest-bearing liabilities from 2.41% to 1.77% during the three months ended June 30, 2010 and 2011, respectively. The interest rate spread increased to 2.89% from 1.96% for the three-month period, as compared to the respective period in the prior year.
Interest income on loans decreased $8.6 million or 21.1% for the three months ended June 30, 2011, as compared to the respective period in the prior year. The decrease was primarily attributable to a decrease in the average balances of loans of $716.0 million to $2.47 billion in the three months ended June 30, 2011, as compared to $3.18 billion for the same period in the prior year. The decrease was offset by an increase of 10 basis points in the average yield on loans to 5.21% from 5.11% for the three-month period. The increase in the yield on loans was due to the lower level of loans on non-accrual status as well as a modest increase in rates on loans.
Interest income on investment securities increased $511,000 or 14.8% for the three-month period ended June 30, 2011, as compared to the respective period in the prior year, due to the deployment of excess liquidity into the investment portfolio in 2010. This also resulted in a decrease of 25 basis points in the average yield on investment securities to 3.16% from 3.41% for the three-month period ended June 30, 2011. In addition, there was an increase of $94.1 million in the three-month average balances. The increase in investment security balances for the three-month period ending June 30, 2011 is a result of the Corporation’s balance sheet strategy of reducing loans and increasing lower risk-weighted investment securities. Interest income on interest-bearing deposits decreased $198,000 for the three months ended June 30, 2011, as compared to the respective period in 2010, primarily due to a decrease in the average balances offset by a slight increase in the average yields for the three-month period.
Interest expense on deposits decreased $8.5 million or 53.7% and for the three months ended June 30, 2011, as compared to the respective period in 2010. This decrease was primarily due to improved liquidity management and pricing disciplines which resulted in a decrease of 72 basis points in the weighted average cost of deposits to 1.09% from 1.81% for the three months ended June 30, 2011, as well as a decrease in the average balance of deposits and accrued interest of $802.4 million, as compared to the respective three-month period in the prior year. Interest expense on other borrowed funds decreased $2.4 million or 24.8% during the three months ended June 30, 2011, as compared to the respective period in the prior year. The weighted average cost of other borrowed funds decreased 41 basis points to 4.85% from 5.26% for the three-month period ended June 30, 2011, as compared to the respective period last year due to an amendment fee which was being amortized to interest expense in the prior year as well as the maturity of higher rate FHLB borrowings. For the three- month period ended June 30, 2011, the average balance of other borrowed funds decreased $135.7 million as compared to the respective period in 2010.
Provision for Credit Losses
Provision for credit losses decreased $5.4 million or 61.0% for the three-month period ended June 30, 2011, as compared to the respective period last year. Through significant efforts in the credit area to gain a thorough understanding of the risk within the portfolio, management evaluates a variety of qualitative and quantitative factors

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when determining the adequacy of the allowance for losses. The provisions were based on management’s ongoing evaluation of asset quality and pursuant to a policy to maintain an allowance for losses at a level which management believes is adequate to absorb probable and inherent losses on loans as of the balance sheet date.
Average Interest-Earning Assets, Average Interest-Bearing Liabilities and Interest Rate Spread
The tables on the following page show the Corporation’s average balances, interest, average rates, net interest margin and interest rate spread for the periods indicated. The average balances are derived from average daily balances.

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    Three Months Ended June 30,  
            2011                     2010        
                    Average                     Average  
    Average             Yield/     Average             Yield/  
    Balance     Interest     Cost(1)     Balance     Interest     Cost(1)  
                    (Dollars In Thousands)                  
Interest-Earning Assets
                                               
Mortgage loans
  $ 1,849,237     $ 23,658       5.12 %   $ 2,360,715     $ 29,787       5.05 %
Consumer loans
    548,617       6,956       5.07       695,056       8,803       5.07  
Commercial business loans
    69,098       1,495       8.65       127,223       2,091       6.57  
 
                                       
Total loans receivable (2) (3)
    2,466,952       32,109       5.21       3,182,994       40,681       5.11  
Investment securities (4)
    498,615       3,942       3.16       404,497       3,445       3.41  
Interest-bearing deposits
    82,284       52       0.25       419,357       250       0.24  
Federal Home Loan Bank stock
    54,829       14       0.10       54,829             0.00  
 
                                       
Total interest-earning assets
    3,102,680       36,117       4.66       4,061,677       44,376       4.37  
Non-interest-earning assets
    225,150                       230,328                  
 
                                           
Total assets
  $ 3,327,830                     $ 4,292,005                  
 
                                           
 
                                               
Interest-Bearing Liabilities
                                               
Demand deposits
  $ 914,109       612       0.27     $ 961,967       1,093       0.45  
Regular passbook savings
    251,892       112       0.18       258,386       159       0.25  
Certificates of deposit
    1,524,719       6,603       1.73       2,272,748       14,563       2.56  
 
                                       
Total deposits
    2,690,720       7,327       1.09       3,493,101       15,815       1.81  
Other borrowed funds
    599,565       7,270       4.85       735,216       9,673       5.26  
 
                                       
Total interest-bearing liabilities
    3,290,285       14,597       1.77       4,228,317       25,488       2.41  
 
                                           
Non-interest-bearing liabilities
    48,357                       37,373                  
 
                                           
Total liabilities
    3,338,642                       4,265,690                  
Stockholders’ (deficit) equity
    (10,812 )                     26,315                  
 
                                           
Total liabilities and stockholders’ (deficit) equity
  $ 3,327,830                     $ 4,292,005                  
 
                                           
 
                                               
Net interest income/interest rate spread (5)
          $ 21,520       2.89 %           $ 18,888       1.96 %
 
                                       
Net interest-earning assets
  $ (187,605 )                   $ (166,640 )                
 
                                           
Net interest margin (6)
                    2.77 %                     1.86 %
 
                                           
Ratio of average interest-earning assets to average interest-bearing liabilities
    0.94                       0.96                  
 
                                           
 
(1)   Annualized
 
(2)   For the purpose of these computations, non-accrual loans are included in the daily average loan amounts outstanding.
 
(3)   Interest earned on loans includes loan fees (which are not material in amount) and interest income which has been received from borrowers whose loans were removed from non-accrual status during the period indicated.
 
(4)   Average balances of securities available-for-sale are based on amortized cost.
 
(5)   Interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities and is represented on a fully tax equivalent basis.
 
(6)   Net interest margin represents net interest income as a percentage of average interest-earning assets.

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Non-Interest Income
Non-interest income decreased $5.8 million or 42.0% to $7.9 million for the three months ended June 30, 2011 as compared to $13.7 million for the respective period in 2010. The decrease for the three-month period ended June 30, 2011 was primarily due to a $4.9 million gain on sale of branches in the prior year. In addition, service charges on deposits decreased $959,000 due to less fee income being collected as the result of a decline in deposits, loan servicing income decreased $385,000 due to increased amortization of mortgage servicing rights in the current period, other revenue from real estate operations decreased $348,000, credit enhancement income decreased $207,000 and gain on sale of loans decreased $174,000 for the three-month period ended June 30, 2011, as compared to the respective period in the prior year. These decreases were partially offset by an increase in net gain on sale of investment securities of $1.0 million, an increase in other non-interest income of $131,000 and an increase in investment and insurance commissions of $81,000 for the three month period ended June 30, 2011, as compared to the prior year.
Non-Interest Expense
Non-interest expense decreased $5.0 million or 14.0% to $30.7 million for the three months ended June 30, 2011 as compared to $35.7 million for the respective period in 2010. The decrease for the three-month period was primarily due to a decrease of $2.1 million in federal deposit insurance premiums due to a more favorable FDIC risk rating. In addition, compensation expense decreased $1.6 million due to branch sales and down-sizing, other professional fees decreased $1.2 million, legal services decreased $1.2 million, other expenses from real estate operations decreased $460,000, occupancy expense decreased $387,000, furniture and equipment expense decreased $218,000 and data processing expense decreased $189,000 for the three months ended June 30, 2011, as compared to the same period in the prior year. These decreases were partially offset by an increase in net expense of foreclosed properties and repossessed assets of $2.0 million due to an increase in foreclosures and an increase in other non-interest expense of $428,000 for the three months ended June 30, 2011, as compared to the same period in the prior year.
Income Taxes
Income tax expense includes $10,000 of franchise taxes for the three month period ended June 30, 2011. The effective tax rate was 0.21% for the three-month period ended June 30, 2011 and 0% for the three months ended June 30, 2010. A full valuation allowance has been recorded on the net deferred tax asset due to the uncertainty of the Corporation’s ability to create sufficient taxable income to fully utilize it.
FINANCIAL CONDITION
During the three months ended June 30, 2011, the Corporation’s assets decreased by $154.0 million from $3.39 billion at March 31, 2011 to $3.24 billion at June 30, 2011. The majority of this decrease was attributable to a decrease of $120.6 million in loans receivable as well as a decrease of $52.5 million in investment securities available for sale, which were partially offset by a $21.7 million increase in cash and cash equivalents.
Total loans (including loans held for sale) decreased $120.6 million during the three months ended June 30, 2011. Activity for the period consisted of (i) sales of one to four family loans to the Fannie Mae of $72.9 million, (ii) principal repayments and other adjustments (the majority of which are undisbursed loan proceeds) of $145.4 million, (iii) transfer to foreclosed properties and repossessed assets of $23.3 million and (iv) originations and refinances of $121.0 million.
Investment securities (both available for sale and held to maturity) decreased $52.5 million during the three months ended June 30, 2011 as a result of sales and maturities of $55.8 million, principal repayments of $10.4 million and fair value adjustments and net amortization of $13.6 million in this period.
Investment securities are subject to inherent risks based upon the future performance of the underlying collateral (i.e., mortgage loans) for these securities. Among these risks are prepayment risk, interest rate risk and credit risk. Should general interest rate levels decline, the mortgage-related securities portfolio would be subject to (i) prepayments as borrowers typically would seek to obtain financing at lower rates, (ii) a decline in interest income received on adjustable-rate mortgage-related securities, and (iii) an increase in fair value of fixed-rate mortgage-related securities. Conversely, should general interest rate levels increase, the mortgage-related securities portfolio

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would be subject to (i) a longer term to maturity as borrowers would be less likely to prepay their loans, (ii) an increase in interest income received on adjustable-rate mortgage-related securities, (iii) a decline in fair value of fixed-rate mortgage-related securities, (iv) a decline in fair value of adjustable-rate mortgage-related securities to an extent dependent upon the level of interest rate increases, the time period to the next interest rate repricing date for the individual security and the applicable periodic (annual and/or lifetime) cap which could limit the degree to which the individual security could reprice within a given time period, and (v) should default rates and loss severities increase on the underlying collateral of mortgage-related securities, the Corporation may experience credit losses that need to be recognized in earnings as an other-than-temporary impairment.
Federal Home Loan Bank (“FHLB”) stock remained constant during the three months ended June 30, 2011. The investment in the stock of the FHLB Chicago is considered a long term investment. Accordingly, when evaluating for impairment, the value of the FHLB stock is determined based on the ultimate recovery of the par value rather than recognizing temporary declines in value. The decision of whether impairment exists is a matter of judgment that reflects factors such as its operating performance, the severity and duration of the declines in the market value of its net assets relative to its capital levels, its commitment to make payments in relation to its operating performance, the impact of legislative and regulation changes on the FHLB Chicago and accordingly, on the members of FHLB Chicago, and its liquidity and funding position. Although the FHLB Chicago was placed under a Cease and Desist Order and suspended dividends in 2007, the FHLB Chicago continues to issue new capital stock at par value, reported earnings in 2010, and reported that it is in compliance with regulatory capital requirements. FHLB restored paying a dividend in February 2011. The Bank has concluded that its investment in the stock of FHLB Chicago was not impaired at June 30, 2011.
Foreclosed properties and repossessed assets decreased $1.2 million to $89.5 million at June 30, 2011 from $90.7 million at March 31, 2011 due to (i) sales of $24.2 million and (ii) additional write downs of various properties of $279,000. These decreases were partially offset by transfers in from the loan portfolio of $23.3 million.
Net deferred tax assets were zero at June 30, 2011 and March 31, 2011 due to a valuation allowance on the entire balance. The valuation allowance is necessary as the recovery of the net deferred asset is not more likely than not. It is uncertain if the Corporation can generate sufficient taxable income in the near future.
Total liabilities decreased $162.1 million during the three months ended June 30, 2011. This decrease was largely due to a $111.1 million decrease in other borrowed funds due to the payoff of FHLB advances and a $57.7 million decrease in deposits and accrued interest due to deposit runoff offset by a $6.6 million increase in other liabilities due to an increase in accrued interest. Brokered deposits totaled $40.2 million or approximately 1.5% of total deposits at June 30, 2011 and $48.1 million or approximately 1.6% of total deposits at March 31, 2011, and primarily mature within one to five years.
Stockholders’ equity increased $8.2 million during the three months ended June 30, 2011 as a net result of comprehensive income of $8.2 million.
REGULATORY DEVELOPMENTS
Temporary Liquidity Guarantee Program
In October 2008, the Secretary of the United States Department of the Treasury (“Treasury”) invoked the systemic risk exception of the FDIC Improvement Act of 1991 and the FDIC announced the Temporary Liquidity Guarantee Program (the “TLGP”). The TLGP provides a guarantee, through the earlier of maturity or June 30, 2012, of certain senior unsecured debt issued by participating Eligible Entities (including the Corporation) between October 14, 2008 and October 31, 2009. The maximum amount of FDIC-guaranteed debt a participating Eligible Entity (including the Corporation) may have outstanding is 125% of the entity’s senior unsecured debt that was outstanding as of September 30, 2008 that was scheduled to mature on or before October 31, 2009. The ability of Eligible Entities (including the Corporation) to issue guaranteed debt under the TLGP expired on October 31, 2009. As of October 31, 2009, the Corporation had no senior unsecured debt outstanding under the TLGP. The Corporation and the Bank signed a master agreement with the FDIC on December 5, 2008 for issuance of bonds under the program. The Corporation does not have any unsecured debt, thus must file for an exemption to be able to issue bonds under this

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program. The Bank is eligible to issue up to $88.0 million as of June 30, 2011. As of June 30, 2011, the Bank had $60.0 million of bonds issued.
Another aspect of the TLGP, also established by the FDIC in October 2008, is the transaction account guarantee program (“TAG Program”) under which the FDIC fully guaranteed all non-interest-bearing transaction accounts until December 31, 2009, for FDIC-insured institutions that agreed to participate in the program. The TAG Program applies to all personal and business checking deposit accounts that do not earn interest at participating institutions. The TAG Program was subsequently extended, until December 31, 2010, with an assessment of between 15 and 25 basis points after January 1, 2010. The assessment depends upon an institution’s risk profile and is assessed quarterly on balances in noninterest-bearing transaction accounts that exceed the existing deposit insurance limit of $250,000 for insured depository institutions that have not opted out of this component of the TLGP. The Corporation opted to participate in this component of the TLPG. The Dodd-Frank Act has extended unlimited deposit insurance to non-interest-bearing transaction accounts until December 31, 2012.
Emergency Economic Stabilization Act of 2008
On October 3, 2008, President Bush signed into law the Emergency Economic Stabilization Act of 2008 (“EESA”), giving Treasury authority to take certain actions to restore liquidity and stability to the U.S. banking markets. Based upon its authority in the EESA, a number of programs to implement EESA have been announced. Those programs include the following:
    Capital Purchase Program (“CPP”). Pursuant to this program, Treasury, on behalf of the US government, purchased preferred stock, along with warrants to purchase common stock, from certain financial institutions, including bank holding companies, savings and loan holding companies and banks or savings associations not controlled by a holding company. The investment has a dividend rate of 5% per year, until the fifth anniversary of Treasury’s investment and a dividend of 9% thereafter. During the time Treasury holds securities issued pursuant to this program, participating financial institutions will be required to comply with certain provisions regarding executive compensation and corporate governance. Participation in CPP also imposes certain restrictions upon an institution’s dividends to common shareholders and stock repurchase activities. The Corporation elected to participate in the CPP and received $110 million pursuant to the program.
 
    Temporary Liquidity Guarantee Program (“TLGP”). TLGP includes both (i) a debt guarantee component, whereby the FDIC will guarantee until June 30, 2012, the senior unsecured debt issued by eligible financial institutions between October 14, 2008 and October 31, 2009; and (ii) an account transaction guarantee component, whereby the FDIC will insure 100% of non-interest bearing deposit transaction accounts held at eligible financial institutions, such as payment processing accounts, payroll accounts and working capital accounts through December 31, 2009. The deadline for opting out of TLGP was December 5, 2008. The Corporation elected not to opt out of TLGP.
 
    Temporary increase in deposit insurance coverage. Pursuant to the EESA, the FDIC temporarily raised the basic limit on federal deposit insurance coverage from $100,000 to $250,000 per depositor. The EESA provides that the basic deposit insurance limit will return to $100,000 after December 31, 2013. The Dodd-Frank Act has made the $250,000 maximum permanent.
The American Recovery and Reinvestment Act of 2009
On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (“ARRA”) was signed into law. Included among the many provisions in ARRA are restrictions affecting financial institutions who are participants in CPP. ARRA provides that during the period in which any obligation under CPP remains outstanding (other than obligations relating to outstanding warrants), CPP recipients are subject to appropriate standards for executive compensation and corporate governance which were set forth in an interim final rule regarding standards for Compensation and Corporate Governance, issued by Treasury and effective on June 15, 2009 (the “Interim Final Rule”). Among the executive compensation and corporate governance provisions included in ARRA and the Interim Final Rule are the following:

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           an incentive compensation “clawback” provision to cover “senior executive officers” (defined in this instance and below to mean the “named executive officers” for whom compensation disclosure is provided in the Corporation’s proxy statement) and the next twenty most highly compensated employees;
           a prohibition on certain golden parachute payments to cover any payment related to a departure for any reason (with limited exceptions) made to any senior executive officer (as defined above) and the next five most highly compensated employees;
           a limitation on incentive compensation paid or accrued to the five most highly compensated employees of the financial institution, subject to limited exceptions for pre-existing arrangements set forth in written employment contracts executed on or prior to February 11, 2009, and certain awards of restricted stock which may not exceed 1/3 of annual compensation, are subject to a two year holding period and cannot be transferred until Treasury’s preferred stock is redeemed in full;
           a requirement that the Corporation’s chief executive officer and chief financial officer provide in annual securities filings, a written certification of compliance with the executive compensation and corporate governance provisions of the Interim Final Rule;
           an obligation for the compensation committee of the board of directors to evaluate with the Corporation’s chief risk officer certain compensation plans to ensure that such plans do not encourage unnecessary or excessive risks or the manipulation of reported earnings;
           a requirement that companies adopt a Corporation-wide policy regarding excessive or luxury expenditures; and
           a requirement that companies permit a separate, non-binding shareholder vote to approve the compensation of executives.
ARRA also empowers Treasury with the authority to review bonus, retention, and other compensation paid to senior executive officers that have received CPP assistance to determine if the compensation was inconsistent with the purposes of ARRA or CPP, or otherwise contrary to the public interest and, if so, seek to negotiate reimbursements. The provision of ARRA will apply to the Corporation until it has redeemed the securities sold to Treasury under the CPP.
In addition, companies who have issued preferred stock to Treasury under CPP are now permitted to redeem such investments at any time, subject to consultation with banking regulators. Upon such redemption, the warrants may be immediately liquidated by Treasury.
Dodd-Frank Act
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which significantly changes the regulation of financial institutions and the financial services industry. The Dodd-Frank Act includes provisions affecting large and small financial institutions alike, including several provisions that will profoundly affect how community banks, thrifts, and smaller bank and thrift holding companies, such as the Corporation, will be regulated in the future. Among other things, these provisions abolish the OTS and transfer its functions to the other federal banking agencies, relax rules regarding interstate branching, allow financial institutions to pay interest on business checking accounts, change the scope of federal deposit insurance coverage, and impose new capital requirements on bank and thrift holding companies. The Dodd-Frank Act also establishes the Bureau of Consumer Financial Protection as an independent entity within the Federal Reserve, which will be given the authority to promulgate consumer protection regulations applicable to all entities offering consumer financial services or products, including banks. Additionally, the Dodd-Frank Act includes a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards, and pre-payments. The Dodd-Frank Act contains numerous other provisions affecting financial institutions of all types, many of which may have an impact on the operating environment of the Corporation in substantial and unpredictable ways. Consequently, the Dodd-Frank Act is likely to affect our cost of doing business, it may limit or expand our permissible activities, and it may affect the

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competitive balance within the financial services industry and market areas. The nature and extent of future legislative and regulatory changes affecting financial institutions, including as a result of the Dodd-Frank Act, is very unpredictable at this time. The Corporation’s management is actively reviewing the provisions of the Dodd-Frank Act, many of which are phased-in over the next several months and years, and assessing its probable impact on the business, financial condition, and results of operations of the Corporation. However, the ultimate effect of the Dodd-Frank Act on the financial services industry in general, and the Corporation in particular, is uncertain at this time. On July 21, 2011, the OTS, which was our primary regulator, ceased operations pursuant to the provisions of the Dodd-Frank Act. As of July 21, 2011, regulation of the Bank was assumed by the Office of the Comptroller of the Currency, and the Federal Reserve became the primary regulator for the Corporation. The full impact of the change in regulators on our operations will not be known for some time.
OTS Order to Cease and Desist
On June 26, 2009, the Corporation and the Bank each consented to the issuance of an Order to Cease and Desist (the “Corporation Order” and the “Bank Order,” respectively, and together, the “Orders”) by the OTS. As of July 21, 2011, the Cease and Desist Order is now administered by the OCC with respect to the Bank and the Federal Reserve with respect to the Corporation.
The Corporation Order requires that the Corporation notify, and in certain cases receive the permission of, the OTS prior to: (i) declaring, making or paying any dividends or other capital distributions on its capital stock, including the repurchase or redemption of its capital stock; (ii) incurring, issuing, renewing or rolling over any debt, increasing any current lines of credit or guaranteeing the debt of any entity; (iii) making certain changes to its directors or senior executive officers; (iv) entering into, renewing, extending or revising any contractual arrangement related to compensation or benefits with any of its directors or senior executive officers; and (v) making any golden parachute payments or prohibited indemnification payments. The Corporation’s board was also required to develop and submit to the OTS a three-year cash flow plan by July 31, 2009, which must be reviewed at least quarterly by the Corporation’s management and board for material deviations between the cash flow plan’s projections and actual results (the “Variance Analysis Report”). Lastly, within thirty days following the end of each quarter, the Corporation is required to provide the OTS its Variance Analysis Report for that quarter. The Corporation has complied with each of these requirements as of June 30, 2011.
The Bank Order requires that the Bank notify, or in certain cases receive the permission of, the OTS prior to (i) increasing its total assets in any quarter in excess of an amount equal to net interest credited on deposit liabilities during the quarter; (ii) accepting, rolling over or renewing any brokered deposits; (iii) making certain changes to its directors or senior executive officers; (iv) entering into, renewing, extending or revising any contractual arrangement related to compensation or benefits with any of its directors or senior executive officers; (v) making any golden parachute or prohibited indemnification payments; (vi) paying dividends or making other capital distributions on its capital stock; (vii) entering into certain transactions with affiliates; and (viii) entering into third-party contracts outside the normal course of business.
The Orders also required that the Bank meet and maintain both a core capital ratio equal to or greater than 8 percent and a total risk-based capital ratio equal to or greater than 12 percent. The Bank must also submit, and has submitted, to the OTS, within prescribed time periods, a written capital contingency plan, a problem asset plan, a revised business plan, and an implementation plan resulting from a review of commercial lending practices. The Orders also required the Bank to review its current liquidity management policy and the adequacy of its allowance for loan and lease losses.
At March 31, 2011 and June 30, 2011the Bank had a core capital ratio of 4.26% and 4.44%, respectively, and a total risk-based capital ratio of 8.04% and 8.32%, respectively, each below the required capital ratios set forth above. All customer deposits remain fully insured to the highest limits set by the FDIC.
The description of each of the Orders and the corresponding Stipulation and Consent to Issuance of Order to Cease and Desist were previously filed attached as Exhibits to the Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

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Capital Restoration Plan
In August, 2010, the Bank received conditional approval of its Capital Restoration Plan (the “Plan”) from the OTS. In conjunction with this approval, the Board of Directors of the Corporation executed a Stipulation and Consent to a Prompt Corrective Action Directive (the “Directive”) dated August 31, 2010, with the OTS. The Plan included two sets of assumptions for continuing to improve the Bank’s capital levels, one based on obtaining capital from an outside source and one which reflects the results of the Bank’s ongoing initiatives in the absence of an external capital infusion. An essential element for the conditional approval of the Plan was the Bank’s ability to attain “adequately capitalized” (8.0% or greater Total Risk Based Capital) status as of July 31, 2010. Based on the Bank’s internal financial reporting, a Total Risk Based Capital level of 8.05% was achieved as of July 31, 2010. As of June 30, 2011, Total Risk-Based capital was 8.32%.
In addition to requiring compliance with the Plan, the Directive imposes certain other operating requirements and restrictions, most of which were also part of the voluntary Orders entered into with the OTS in June 2009.
RISK MANAGEMENT
The Bank encounters risk as part of the normal course of our business and designs risk management processes to help manage these risks. This Risk Management section describes the Bank’s risk management philosophy, principles, governance and various aspects of its risk management program.
Risk Management Philosophy
The Bank’s risk management philosophy is to manage to an overall level of risk while still allowing it to capture opportunities and optimize shareholder value. However, due to the overall state of the economy and the elevated risk in the loan portfolio, its risk profile does not currently meet our desired risk level. The Bank is working toward reducing the overall risk level to a more desired risk profile.
Risk Management Principles
Risk management is not about eliminating risks, but about identifying and accepting risks and then working to effectively manage them so as to optimize shareholder value. It includes, but is not limited to the following:
    Taking only risks consistent with the Bank’s strategy and within its capability to manage,
 
    Ensuring strong underwriting and credit risk management practices,
 
    Practicing disciplined capital and liquidity management,
 
    Helping ensure that risks and earnings volatility are appropriately understood and measured,
 
    Avoiding excessive concentrations, and
 
    Helping support external stakeholder confidence.
Although the Board as a whole is responsible primarily for oversight of risk management, committees of the Board may provide oversight to specific areas of risk with respect to the level of risk and risk management structure. The Bank uses management level risk committees to help ensure that business decisions are executed within our desired risk profile. Management provides oversight for the establishment and implementation of new risk management initiatives, review risk profiles and discuss key risk issues. In 2009, the Bank hired a new Chief Risk Officer in charge of overseeing credit risk management. Our internal audit department performs an independent assessment of the internal control environment and plays a critical role in risk management, testing the operation of the internal control system and reporting findings to management and to the Audit Committee of the Board.

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Credit Risk Management
Credit risk represents the possibility that a customer, counterparty or issuer may not perform in accordance with contractual terms. Credit risk is inherent in the financial services business and results from extending credit to customers, purchasing investment securities and entering into certain guarantee contracts. Credit risk is one of the most significant risks facing the Bank.
In addition to credit policies and procedures and setting portfolio objectives for the level of credit risk, the Bank has established guidelines for problem loans, acceptable levels of total borrower exposure and other credit measures. In 2011 and fiscal year-to-date 2012, management has continued to focus on loss mitigation and maximization of recoveries in the Bank’s non-performing assets portfolios. Over time, the Bank will return to management of portfolio returns through discrete portfolio investments within approved risk tolerances.
The Bank seeks to achieve credit portfolio objectives by maintaining a customer base that is diverse in borrower exposure and industry types. Corporate Credit personnel are responsible for loan underwriting and approval processes to help ensure that newly approved loans meet policy and portfolio objectives.
The Risk Management group is responsible for monitoring credit risk. Internal Audit also provides an independent assessment of the effectiveness of the credit risk management process. The Bank also manages credit risk in accordance with regulatory guidance.
Non-Performing Loans
The composition of non-performing loans is summarized as follows for the dates indicated:
                                                 
            June 30, 2011                     March 31, 2011        
            Percent of                     Percent of        
            Non-                     Non-        
    Non-     Performing     Percent of     Non-     Performing     Percent of  
    Performing     Loans     Total Loans     Performing     Loans     Total Loans  
                    (Dollars in Thousands)                  
Residential
  $ 55,674       19.5 %     2.19 %   $ 63,746       20.8 %     2.38 %
Commercial and Industrial
    15,574       5.5 %     0.61 %     18,241       6.0 %     0.68 %
Land and Construction
    56,424       19.7 %     2.22 %     67,472       22.0 %     2.51 %
Multi-Family
    40,805       14.3 %     1.60 %     39,412       12.9 %     1.47 %
Retail/Office
    47,693       16.7 %     1.87 %     54,256       17.7 %     2.02 %
Other Commercial Real Estate
    37,428       13.1 %     1.47 %     31,488       10.3 %     1.17 %
Education
    25,549       8.9 %     1.00 %     24,360       8.0 %     0.91 %
Other Consumer
    6,563       2.3 %     0.26 %     7,299       2.4 %     0.27 %
 
                                   
Total Non-Performing Loans
  $ 285,710       100.0 %     11.22 %   $ 306,274       100.0 %     11.42 %
 
                                   

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The following is a summary of non-performing loan activity for the three months ended June 30, 2011 (in thousands):
                                                                         
    Non-performing             Transferred                             Non-performing     Remaining        
    loan balance             To ccrual     Transferred                     loan balance     balance of     ALLL  
Loan Category   April 1, 2011     Additions     Status     to OREO     Paid Down     Charged Off     June 30, 2011     loans     Allocated  
Residential
  $ 63,746     $ 4,185     $ (2,153 )   $ (6,679 )   $ (2,168 )   $ (1,257 )   $ 55,674     $ 576,098     $ 19,626  
Commercial and Industrial
    18,241       1,258       (154 )     (1,306 )     (686 )     (1,779 )     15,574       58,751       17,465  
Land and Construction
    67,472       88       (41 )     (4,328 )     (1,231 )     (5,536 )     56,424       176,082       22,041  
Multi-Family
    39,412       7,984       (171 )     (5,662 )     (246 )     (512 )     40,805       352,763       19,430  
Retail/Office
    54,256       5,297       (146 )     (2,318 )     (5,246 )     (4,150 )     47,693       347,597       35,367  
Other Commercial Real Estate
    31,488       10,568       (272 )     (2,158 )     (1,471 )     (727 )     37,428       235,614       21,182  
Education
    24,360       1,331                   (142 )           25,549       243,067       325  
Other Consumer
    7,299       827       (885 )     (102 )     (126 )     (450 )     6,563       268,932       3,304  
 
                                                     
 
Total
  $ 306,274     $ 31,538     $ (3,822 )   $ (22,553 )   $ (11,316 )   $ (14,411 )   $ 285,710     $ 2,258,904     $ 138,740  
 
                                                     
Non-performing loans (consisting of loans past due more than 90 days, loans less than 90 days delinquent but placed on non-accrual status due to anticipated probable loss and non-accrual troubled debt restructurings) decreased $20.6 million during the three months ended June 30, 2011. Non-performing assets decreased $21.8 million to $375.2 million at June 30, 2011 from $397.0 million at March 31, 2011 and decreased as a percentage of total assets to 11.58% from 11.69% at such dates, respectively.
The interest income that would have been recorded during the three months ended June 30, 2011 if the Bank’s non-performing loans at the end of the period had been current in accordance with their terms during the period was $465,000.
Non-Performing Assets
The composition of non-performing assets is summarized as follows for the dates indicated:
                 
    At June 30,     At March 31,  
    2011     2011  
    (Dollars in thousands)  
Total non-accrual loans
  $ 261,308     $ 289,012  
Troubled debt restructurings — non-accrual (2)
    24,402       17,262  
Other real estate owned (OREO)
    89,491       90,707  
 
           
Total non-performing assets
  $ 375,201     $ 396,981  
 
           
 
               
Total non-performing loans to total loans (1)
    11.23 %     11.42 %
Total non-performing assets to total assets
    11.58       11.69  
Allowance for loan losses to total loans (1)
    5.45       5.60  
Allowance for loan losses to total non-performing loans
    48.56       49.02  
Allowance for loan and foreclosure losses to total non-performing assets
    42.54       42.85  
 
(1)   Total loans are gross loans receivable before the reduction for loans in process, unearned interest and loan fees and the allowance from loans losses.
 
(2)   Troubled debt restructurings — non-accrual represent non-accrual loans that were modified in a troubled debt restructuring less than six months prior to the period end date or have not performed in accordance with the modified terms for at least six months.

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Loans modified in a troubled debt restructuring due to rate or term concessions that are currently on non-accrual status will remain on non-accrual status for a period of at least six months. If after six months, or a period sufficient to demonstrate the willingness and ability of the borrower to perform under the modified terms, the borrower has made payments in accordance with the modified terms, the loan is returned to accrual status but retains its status as a troubled debt restructuring. The designation as a troubled debt restructuring is removed in years after the restructuring if both of the following conditions exist: (a) the restructuring agreement specifies an interest rate equal to or greater than the rate that the creditor was willing to accept at the time of restructuring for a new loan with comparable risk and (b) the loan is not impaired based on the terms specified by the restructuring agreement.
The increase in loans considered troubled debt restructurings — non-accrual of $7.1 million to $24.4 million at June 30, 2011, from $17.3 million at March 31, 2011 is a result of one significant loan relationship whose payment history required a move into non-accrual status. As time passes and borrowers continue to perform in accordance with the restructured loan terms, management expects a portion of this balance to be returned to accrual status.
The following is a summary of non-performing asset activity for the three months ended June 30, 2011 (in thousands):
                                         
            Past due 90 days                    
            and Still     Total Non-     Other Real     Total Non-  
            Accruing     performing     Estate Owned     performing  
    Non-accrual     Interest     Loans     (OREO)     Assets  
Balance at April 1, 2011
  $ 306,274     $     $ 306,274     $ 90,707     $ 396,981  
 
                                       
Additions
    31,538             31,538       699       32,237  
Transfers:
                                     
Nonaccrual to OREO
    (22,553 )           (22,553 )     22,553        
Returned to accrual status
    (3,822 )           (3,822 )           (3,822 )
Sales
                      (24,189 )     (24,189 )
Loan charge-offs/OREO losses on sale or net additional write-down
    (14,411 )           (14,411 )     (279 )     (14,690 )
Payments
    (11,316 )           (11,316 )           (11,316 )
 
                             
 
                                       
Balance at June 30, 2011
  $ 285,710     $     $ 285,710     $ 89,491     $ 375,201  
 
                             
Loan Delinquencies Less than 90 Days
The following table sets forth information relating to the Corporation’s past due loans that were less than 90 days delinquent at the dates indicated.
                                 
    June 30, 2011     March 31, 2011  
            % of             % of  
            Total             Total  
Days Past Due   Balance     Loans     Balance     Loans  
   
30 to 59 days
  $ 39,875       1.57 %   $ 46,244       1.72 %
60 to 89 days
    28,790       1.13       30,479       1.14  
90 days and over
    233,505       9.18       238,256       8.88  
 
                       
Total
  $ 302,170       11.87 %   $ 314,979       11.74 %
 
                       

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Loans delinquent 30 to 89 days decreased $8.0 million to $68.7 million at June 30, 2011 from $76.7 million at March 31, 2011 as a result of increased monitoring and loss mitigation efforts.
Impaired Loans
At June 30, 2011, the Corporation has identified $362.3 million of loans as impaired which includes performing troubled debt restructurings. At March 31, 2011, impaired loans were $395.7 million. A loan is identified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement and thus are placed on non-accrual status.
Allowances for Loan and Lease Losses
Like all financial institutions, we must maintain an adequate allowance for loan losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when we believe that repayment of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount that we believe will be adequate to absorb probable losses on existing loans that may become uncollectible, based on evaluation of the collectability of loans and prior credit loss experience, together with the other factors discussed in the critical accounting policies.
Our allowance for loan loss methodology incorporates several quantitative and qualitative risk factors used to establish the appropriate allowance for loan loss at each reporting date. Quantitative factors include our historical loss experience, peer group experience, delinquency and charge-off trends, collateral values, changes in non-performing loans, other factors, and information about individual loans including the borrower’s sensitivity to interest rate movements. Qualitative factors include the economic condition of our operating markets and the state of certain industries. Specific changes in the risk factors are based on perceived risk of similar groups of loans classified by collateral type, purpose and terms. Statistics on local trends, peers, and an internal six quarter loss history are also incorporated into the allowance. Due to the credit concentration of our loan portfolio in real estate secured loans, the value of collateral is heavily dependent on real estate values in Wisconsin and surrounding states. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic or other conditions. In addition, the OTS, as an integral part of their examination processes, periodically reviews the Banks’ allowance for loan losses, and may recommend adjustments to the allowance. Management periodically reviews the assumptions and formula used in determining the allowance and makes adjustments if required to reflect the current risk profile of the portfolio.
The allowance consists of specific and general components even though the entire allowance is available to cover losses on any loan. The specific allowance relates to impaired loans. For such loans, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of that loan. The general allowance covers non-impaired loans and is based on historical loss experience adjusted for the various qualitative and quantitative factors listed above. Loans graded substandard and below are individually examined closely to determine the appropriate loan loss reserve. The Bank also maintains a reserve for unfunded commitments which is classified in other liabilities.

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The following table summarizes the activity in our allowance for loan losses for the period indicated.
                 
    Three Months Ended  
    June 30,  
    2011     2010  
    (Dollars In Thousands)  
Allowance at beginning of year
  $ 150,122     $ 179,644  
Charge-offs:
               
Single-family residential
    (1,756 )     (3,961 )
Multi-family residential
    (548 )     (901 )
Commercial real estate
    (6,147 )     (12,684 )
Construction and land
    (5,879 )     (1,954 )
Consumer
    (858 )     (739 )
Commercial business
    (2,522 )     (1,954 )
 
           
Total charge-offs
    (17,710 )     (22,193 )
 
           
Recoveries:
               
Single-family residential
    506       57  
Multi-family residential
    212        
Commercial real estate
    915       37  
Construction and land
    289        
Consumer
    144       16  
Commercial business
    642       154  
 
           
Total recoveries
    2,708       264  
 
           
 
               
Net charge-offs
    (15,002 )     (21,929 )
 
           
 
Provision
    3,620       8,934  
 
           
Allowance at end of year
  $ 138,740     $ 166,649  
 
           
 
               
Net charge-offs to average loans held for sale and for investment
    (2.43 )%     (2.76 )%
 
           
Total loan charge-offs were $17.7 million and $22.2 million for the three months ending June 30, 2011 and 2010, respectively. Total loan charge-offs for the three months ended June 30, 2011 decreased $4.5 million from the same period in the prior fiscal year. Recoveries increased $2.4 million during the three months ended June 30, 2011 from the same period in the prior fiscal year.
The provision for loan losses decreased $5.3 million to $3.6 million for the three months ending June 30, 2011 compared to $8.9 million for the three months ended June 30, 2010. The decrease in the provision for loan losses is the result of management’s ongoing evaluation of the loan portfolio. Management considered the change in non-performing loans to total loans to 11.23% at June 30, 2011 from 11.42% at March 31, 2011 as well as the change in total non-performing assets to total assets to 11.58% at June 30, 2011 from 11.69% at March 31, 2011 in determining the provision for loan losses.
The allowance process is analyzed regularly, with modifications made if needed, and those results are reported four times per year to the Bank’s Board of Directors. Although management believes that the June 30, 2011 allowance for loan losses is adequate based upon the current evaluation of loan delinquencies, non-performing assets, charge-off trends, economic conditions and other factors, there can be no assurance that future adjustments to the allowance will not be necessary. Management also continues to pursue all practical and legal methods of collection, repossession and disposal, and adheres to high underwriting standards in the origination process in order to continue to improve asset quality. Determination as to the classification of assets and the amount of valuation allowances is

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subject to review by the OTS, and now after July 21, 2011 the OCC, which can recommend the establishment of additional general or specific loss allowances.
Foreclosed Properties and Repossessed Assets
Foreclosed properties and repossessed assets (also known as other real estate owned or OREO) decreased $1.2 million during the three months ended June 30, 2011. Individual properties included in OREO at June 30, 2011 with a recorded balance in excess of $1 million are listed below:
             
        Carrying  
        Value  
            Description   Location   (in thousands)  
 
Condo units with additional land
  Central Wisconsin   $ 6,126  
Vacant land
  Southeast Wisconsin     5,612  
Multi family
  South Central Wisconsin     4,038  
Multi family
  South Central Wisconsin     3,523  
Condominium and retail complex
  Southeast Wisconsin     3,155  
Retail/office building
  Central Wisconsin     2,992  
Commercial building and Vacant Land
  Southeast Wisconsin     2,193  
Condo units
  Northwest Wisconsin     2,046  
Single family and vacant land
  South Central Wisconsin     1,950  
Community Based Residential Facility
  Northeast Wisconsin     1,743  
Vacant land
  Southeast Wisconsin     1,679  
Vacant land
  Southeast Wisconsin     1,403  
Multi family
  South Central Wisconsin     1,001  
Multi family
  South Central Wisconsin     1,001  
Other properties individually less than $1 million
        51,029  
 
         
 
      $ 89,491  
 
         
Certain properties were transferred to OREO at a value that was based upon a discounted cash flow of the property upon completion of the project. Factors that were considered include the cost to complete a project, absorption rates and projected sales of units. The appraisal received at the time the loan was made is no longer considered applicable and therefore the properties are analyzed on a periodic basis to determine the current net realizable value.
Foreclosed properties are recorded at fair value with charge-offs, if any, charged to the allowance for loan losses upon transfer to foreclosed property. Subsequent decreases in the valuation of foreclosed properties are recorded as a write-down of the foreclosed property with a corresponding charge to expense or to the valuation allowance. The fair value is primarily based on appraisals, discounted cash flow analysis (the majority of which is based on current occupancy and lease rates) and pending offers. On a quarterly basis, the Corporation reviews its carrying values of its OREO properties and makes appropriate adjustments based upon updated appraisals or market analysis including recent sales or broker opinion. For appraisals received over one year ago, management relies on broker and market analysis.
Liquidity Risk Management
Liquidity risk is the risk of potential loss if the Corporation were unable to meet its funding requirements at a reasonable cost. The Corproration manages liquidity risk at the bank and holding company to help ensure that it can obtain cost-effective funding to meet current and future obligations.
The largest source of liquidity on a consolidated basis is the deposit base that comes from retail and corporate banking businesses. Other borrowed funds come from a diverse mix of short and long-term funding sources. Liquid assets and unused borrowing capacity from a number of sources are also available to maintain liquidity position.

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Liquidity and Capital Resources
On an unconsolidated basis, the Corporation’s sources of funds include dividends from its subsidiaries, including the Bank, interest on its investments and returns on its real estate held for sale. As a condition of the Cease and Desist Order with the OTS and the receipt of funding from Treasury through the CPP, the Bank is currently prohibited from paying dividends to the Corporation. Due to a lack of liquidity, the Corporation was unable to meet its obligations under the credit agreement during the three months ended June 30, 2011.
The Bank’s primary sources of funds are payments on loans and securities, deposits from retail and wholesale sources, FHLB advances and other borrowings. The Bank is currently prohibited from obtaining new brokered deposits due to its current capital levels. As of June 30, 2011, the Corporation had outstanding borrowings from the FHLB of $367.4 million. The total maximum borrowing capacity at the FHLB based on the existing stock holding as of June 30, 2011 was $1,096.6 million, subject to collateral availability. Total borrowing capacity based on the value of the existing collateral pledged was $750.8 million.
Capital Purchase Program
On January 30, 2009, as part of Treasury’s CPP, the Corporation entered into a Letter Agreement with Treasury. Pursuant to the Securities Purchase Agreement — Standard Terms (the “Securities Purchase Agreement”) the Corporation issued the UST 110,000 shares of the Corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Preferred Stock”), having a liquidation amount per share of $1,000, for a total purchase price of $110,000,000. The Preferred Stock will pay cumulative compounding dividends at a rate of 5% per year for the first five years following issuance and 9% per year thereafter. The Corporation has deferred the payment of dividends during each of the nine quarters ended June 30, 2011 due to a lack of liquidity. Because the Corporation deferred the quarterly dividend payments at least six times, the Corporation’s Board must, according to its Articles of Incorporation, as amended pursuant to the Corporation’s participation in CPP, automatically expand by two members and Treasury (or the then current holder of the preferred stock) may elect two directors at the next annual meeting and at every subsequent annual meeting until the dividend is paid in full. As of the date of this filing, we are working with Treasury regarding the appointment of two directors. Treasury currently has an observer present at quarterly Board meetings. Though the Securities Purchase Agreement provides that the Corporation may not redeem the Preferred Stock prior to January 30, 2012 except with the proceeds from one or more qualified equity offerings, Treasury has recently permitted redemptions without completion of equity offerings. In any event, after three years, the Corporation may redeem shares of the Preferred Stock for the per share liquidation amount of $1,000 plus any accrued and unpaid dividends.
As long as any Preferred Stock is outstanding, the Corporation may not pay dividends on its Common Stock, $.10 par value per share (the “Common Stock”), and redeem or repurchase its Common Stock, unless all accrued and unpaid dividends for all past dividend periods on the Preferred Stock are fully paid. Prior to the third anniversary of the Treasury’s purchase of the Preferred Stock, unless Preferred Stock has been redeemed or the Treasury has transferred all of the Preferred Stock to third parties, the consent of the Treasury will be required for the Corporation to increase its Common Stock dividend or repurchase its Common Stock or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Securities Purchase Agreement. The Preferred Stock will be non-voting except for class voting rights on matters that would adversely affect the rights of the holders of the Preferred Stock.
As a condition to participating in the CPP, the Corporation issued and sold to the Treasury a warrant (the “Warrant”) to purchase up to 7,399,103 shares of the Corporation’s Common Stock, at an initial per share exercise price of $2.23, for an aggregate purchase price of approximately $16.5 million. The term of the Warrant is ten years. Exercise of the Warrant was subject to the receipt by the Corporation of shareholder approval which was received at the 2009 annual meeting of shareholders. The Warrant provides for the adjustment of the exercise price should the Corporation not receive shareholder approval, as well as customary anti-dilution provisions. Pursuant to the Securities Purchase Agreement, the Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant.
The terms of the Treasury’s purchase of the preferred securities include certain restrictions on certain forms of executive compensation and limits on the tax deductibility of compensation we pay to executive management. The Corporation invested the proceeds of the sale of Preferred Stock and Warrant in the Bank as Tier 1 capital.

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Loan Commitments
At June 30, 2011, the Bank had outstanding commitments to originate loans of $8.0 million and commitments to extend funds to, or on behalf of, customers pursuant to lines and letters of credit of $182.6 million. Scheduled maturities of certificates of deposit for the Bank during the twelve months following June 30, 2011 amounted to $1.06 billion. Scheduled maturities of borrowings during the same period totaled $69.9 million for the Bank and $116.3 million for the Corporation. Management believes adequate resources are available to fund all Bank commitments to the extent required. For more information regarding the Corporation’s borrowings, see “Credit Agreement” section below.
Other
The Corporation previously participated in the Mortgage Partnership Finance Program of the FHLB of Chicago (“MPF Program”). Pursuant to the credit enhancement feature of the MPF Program, the Corporation has retained a secondary credit loss exposure in the amount of $21.6 million at June 30, 2011 related to approximately $555.9 million of residential mortgage loans that the Corporation has originated as agent for the FHLB. Under the credit enhancement, the FHLB is liable for losses on loans up to one percent of the original delivered loan balances in each pool. The Corporation is then liable for losses over and above the first position up to a contractually agreed-upon maximum amount in each pool that was delivered to the Program. The Corporation receives a monthly fee for this credit enhancement obligation based on the outstanding loan balances. The monthly fee received is net of losses under the MPF Program. The MPF Program was discontinued in 2008 in its present format and the Corporation no longer funds loans through the MPF Program.
The Bank has entered into agreements with certain brokers that will provide deposits obtained from their customers at specified interest rates for an identified fee, or so called “brokered deposits.” At June 30, 2011, the Bank had $40.2 million of brokered deposits. At June 30, 2011, the Bank was under a Cease and Desist Order with the OTS which limits the Bank’s ability to accept, renew or roll over brokered deposits without prior approval of the OTS (as of July 21, 2011 without prior approval of the OCC).
Under federal law and regulation, the Bank is required to meet certain tangible, core and risk-based capital requirements. Tangible capital primarily consists of stockholders’ equity minus certain intangible assets. Core capital primarily consists of tangible capital plus qualifying intangible assets. The risk-based capital requirements presently address credit risk related to both recorded and off-balance sheet commitments and obligations. The OTS requirement for Banks with the highest supervisory rating is currently 3.00%. The requirement for all other financial institutions is 4.00%.
The Cease and Desist Orders also required that by no later than December 31, 2009, the Bank meet and maintain both a core capital ratio equal to or greater than 8% and a total risk-based capital ratio equal to or greater than 12%. The Bank was required to submit to the OTS, and has submitted, a written capital contingency plan, a problem asset plan, a revised business plan, and an implementation plan resulting from a review of commercial lending practices. The Orders also required the Bank to review its current liquidity management policy and the adequacy of its allowance for loan and lease losses. The Bank has completed these reviews.
At March 31, 2011 and June 30, 2011, the Bank had a core capital ratio of 4.26% and 4.44%, respectively, and a total risk-based capital ratio of 8.04% and 8.32%, respectively, each below the required capital ratios set forth above. As a result, the OCC may take additional significant regulatory action against the Bank and Corporation which could, among other things, materially adversely affect the Corporation’s shareholders. All customer deposits remain fully insured to the highest limits set by the FDIC. The OCC may grant extensions to the timelines established by the Orders.
Our ability to meet our short-term liquidity and capital resource requirements may be subject to our ability to obtain additional debt financing and equity capital. We may increase our capital resources through offerings of equity securities (possibly including common shares and one or more classes of preferred shares), commercial paper, medium-term notes, securitization transactions structured as secured financings, and senior or subordinated notes.
The Corporation is a separate and distinct legal entity from our subsidiaries, including the Bank. As a holding company without independent operations, the Corporation’s liquidity (on an unconsolidated basis) is primarily dependent upon the Corporation’s ability to raise debt or equity capital from third parties and the receipt of

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dividends from the Bank and its other non-bank subsidiaries. We receive substantially all of our revenue from dividends from the Bank. These dividends are the principal source of funds to pay dividends on our preferred and common stock and interest and principal on our debt. The Corporation is currently in default under its Amended and Restated Credit Agreement with its primary lender, and has deferred dividend payments on the Series B Preferred Stock held by Treasury. Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay us. Additionally, if the Bank’s earnings are not sufficient to make dividend payments to the Corporation while maintaining adequate capital levels, our ability to make dividend payments to our preferred and common shareholders will be negatively impacted. As a result of recent regulatory actions, the Corporation’s principal operating subsidiary, the Bank, is prohibited from paying any dividends or making any loans to the Corporation, despite the existence of positive liquidity at the Bank. At June 30, 2011, the Corporation’s cash and cash equivalents, on an unconsolidated basis amounted to $3.4 million. Presently, the Corporation (on an unconsolidated basis) does not have sufficient liquidity to meet its short-term obligations, which include the approximately $116.3 million in outstanding debt that our lender could accelerate and demand payment for upon the expiration of Amendment No. 7 to the Amended and Restated Credit Agreement on November 30, 2011, and $110 million of Series B Preferred Stock and dividends and interest.
Credit Agreement
On May 31, 2011, the Corporation entered into Amendment No. 7, dated as of May 25, 2011 (the “Amendment”) to the Amended and Restated Credit Agreement, dated as of June 9, 2008, (the “Credit Agreement”) among the Corporation, the Lenders from time to time a party thereto, and U.S. Bank National Association, as administrative agent for such Lenders (the “Agent”). The Corporation owes $116.3 million under the Credit Agreement.
Under the Amendment, the Agent and the Lenders agree to forbear from exercising their rights and remedies against the Corporation until the earliest to occur of the following: (i) the occurrence of any Event of Default (other than a failure to make principal payments on the outstanding balance under the Credit Agreement or other Existing Defaults, as defined in the Credit Agreement); or (ii) November 30, 2011. Notwithstanding the agreement to forbear, the Agent may at any time, in its sole discretion, take any action reasonably necessary to preserve or protect its interest in the stock of the Bank, IDI or any other collateral securing any of the obligations against the actions of the Corporation or any third party without notice to or the consent of any party.
The Amendment also provides that the outstanding balance under the Credit Agreement shall bear interest at a rate equal to 15% per annum. Interest accruing under the Credit Agreement is due on the earlier of (i) the date the Loans are paid in full or (ii) November 30, 2011. At June 30, 2011, the Corporation had accrued interest payable related to the Credit Agreement of $22.7 million and an accrued amendment fee of $4.7 million.
Within two business days after the Corporation obtains knowledge of an “event,” as defined in the Credit Agreement, the Chief Financial Officer of the Bank shall submit a statement of the event together with a statement of the actions which the Corporation proposes to take to the Agent as a result of the occurrence of such event. An event may include: (i) any event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a Default under the Credit Agreement; (ii) a default or an event of default under any other material agreement to which the Corporation or Bank is a party; or (iii) any pending or threatened litigation or certain administrative proceedings.
The Amendment requires the Bank to maintain the following financial covenants:
    a Tier 1 Leverage Ratio of not less than 3.95% at all times.
 
    a Total Risk Based Capital ratio of not less than 7.65% at all times.
 
    The ratio of Non-Performing Loans to Gross Loans shall not exceed 12.00% at any time.
The total outstanding principal balance under the Credit Agreement as of June 301, 2011 was $116.3 million. These borrowings are shown in the Corporation’s consolidated financial statements as other borrowed funds. The Amendment provides that the Corporation must pay in full the outstanding balance under the Credit Agreement on

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the earlier of the Corporation’s receipt of net proceeds of a financing transaction from the sale of equity securities in an amount not less than $116.3 million or November 30, 2011.
The Credit Agreement and the Amendment also contain customary representations, warranties, conditions and events of default for agreements of such type. At June 30, 2011, the Corporation was in compliance with all covenants contained in the Credit Agreement and the Amendment. Under the terms of the Credit Agreement, as amended on May 31, 2011, the Agent and the Lenders have certain rights, including the right to accelerate the maturity of the borrowings if all covenants are not complied with. Currently, no such action has been taken by the Agent or the Lenders. However, the default creates significant uncertainty related to the Corporation’s operations.
For additional information about the Credit Agreement, see Part II, Item 1A — Risk Factors — Risks Related to Our Credit Agreement in the Corporation’s Annual Report on Form 10-K for the year ended March 31, 2011.
Market Risk Management Overview
Market risk is the risk of a loss in earnings or economic value due to adverse movements in market factors such as interest rates, credit spreads, foreign exchange rates, and equity prices. We are exposed to market risk primarily by our involvement in, among others, traditional banking activities of taking deposits and extending loans.
Asset/Liability Management
The primary function of asset and liability management is to provide liquidity and maintain an appropriate balance between interest-earning assets and interest-bearing liabilities within specified maturities and/or repricing dates. Interest rate risk is the imbalance between interest-earning assets and interest-bearing liabilities at a given maturity or repricing date, and is commonly referred to as the interest rate gap (the “gap”). A positive gap exists when there are more assets than liabilities maturing or repricing within the same time frame. A negative gap occurs when there are more liabilities than assets maturing or repricing within the same time frame. During a period of rising interest rates, a negative gap over a particular period would tend to adversely affect net interest income over such period, while a positive gap over a particular period would tend to result in an increase in net interest income over such period.
The Bank’s strategy for asset and liability management is to maintain an interest rate gap that minimizes the impact of interest rate movements on the net interest margin. As part of this strategy, the Bank sells substantially all new originations of long-term, fixed-rate, single-family residential mortgage loans in the secondary market, and invests in adjustable-rate or medium-term, fixed-rate, single-family residential mortgage loans, medium-term mortgage-related securities and consumer loans, which have shorter terms to maturity and higher interest rates than single-family mortgage loans.
The Bank also originates multi-family residential and commercial real estate loans, which have adjustable or floating interest rates and/or shorter terms to maturity than conventional single-family residential loans. Long-term, fixed-rate, single-family residential mortgage loans originated for sale in the secondary market are committed for sale at the time the interest rate is locked with the borrower. As such, these loans involve little interest rate risk to the Bank.
The calculation of a gap position requires management to make a number of assumptions as to when an asset or liability will reprice or mature. Management believes that its assumptions approximate actual experience and considers them reasonable, although the actual amortization and repayment of assets and liabilities may vary substantially. The Bank’s cumulative net gap position at June 30, 2011 has not changed significantly since March 31, 2011. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Asset/Liability Management” in the Corporation’s Annual Report on Form 10-K for the year ended March 31, 2011.
Compliance Risk Management
Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss resulting from the Corporation’s failure to comply with regulations and standards of good banking practice. Activities which may

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expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, community reinvestment initiatives, fair lending challenges and employment and tax matters.
Strategic and/or Reputation Risk Management
Strategic and/or reputation risk represents the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, failure to assess current and new opportunities in business, markets and products and any other event not identified in the defined risk types mentioned previously. Mitigation of the various risk elements that represent strategic and/or reputation risk is achieved through initiatives to help the Corporation better understand and report on the various risks.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The consolidated financial statements are prepared by applying certain accounting policies. Certain of these policies require management to make estimates and strategic or economic assumptions that may prove inaccurate or be subject to variations that may significantly affect the reported results and financial position for the period or in future periods. Some of the more significant policies are as follows:
Fair Value Measurements
Management must use estimates, assumptions, and judgments when assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. This includes the initial measurement at fair value of the assets acquired and liabilities assumed in acquisitions qualifying as business combinations and foreclosed properties and repossessed assets under GAAP. The valuation of both financial and nonfinancial assets and liabilities in these transactions requires numerous assumptions and estimates and the use of third-party sources including appraisers and valuation specialists.
Assets and liabilities carried at fair value inherently result in a higher degree of financial statement volatility. Assets and liabilities measured at fair value on a recurring basis include available for sale securities. Assets and liabilities measured at fair value on a non-recurring basis may include loans held for sale, mortgage servicing rights, certain impaired loans and foreclosed assets. Fair values and the information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available. When such third-party information is not available, fair value is estimated primarily by using cash flow and other financial modeling techniques. Changes in underlying factors, assumptions, or estimates in any of these areas could materially impact future financial condition and results of operations.
Available-for-Sale Securities
Declines in the fair value of available-for-sale securities below their amortized cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses on debt securities, management considers many factors which include: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. To determine if an other-than-temporary impairment exists on a debt security, the Corporation first determines if (a) it intends to sell the security or (b) it is more likely than not that it will be required to sell the security before its anticipated recovery. If either of the conditions is met, the Corporation will recognize an other-than-temporary impairment in earnings equal to the difference between the fair value of the security and its adjusted cost. If neither of the conditions is met, the Corporation determines (a) the amount of the impairment related to credit loss and (b) the amount of the impairment due to all other factors. The difference between the present values of the cash flows expected to be collected discounted at the original rate and the amortized cost basis

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is the credit loss. The credit loss is the amount of the other-than-temporary impairment that is recognized in earnings and is a reduction to the cost basis of the security. The amount of total impairment related to all other factors is included in accumulated other comprehensive income (loss).
Allowances for Loan Losses
The allowance for loan losses is a valuation allowance for probable and inherent losses incurred in the loan portfolio. Management maintains allowances for loan and lease losses and unfunded loan commitments and letters of credit at levels that we believe to be adequate to absorb estimated probable credit losses incurred in the loan portfolio. The adequacy of the allowances is determined based on periodic evaluations of the loan and lease portfolios and other relevant factors. The allowance is comprised of both a specific component and a general component. Even though the entire allowance is available to cover losses on any loan, specific allowances are provided on impaired loans pursuant to accounting standards. The general allowance is based on historical loss experience, adjusted for qualitative and environmental factors. At least monthly, management reviews the assumptions and methodology related to the general allowance in an effort to update and refine the estimate.
In determining the general allowance management has segregated the loan portfolio by purpose and collateral type. By doing so we are better able to identify trends in borrower behavior and loss severity. For each class of loan, we compute a historical loss factor. In determining the appropriate period of activity to use in computing the historical loss factor we look at trends in quarterly net charge-off ratios. It is management’s intention to utilize a period of activity that is most reflective of current experience. Changes in the historical period are made when there is a distinct change in the trend of net charge-off experience. Given the changes in the credit market that have occurred since 2008, management reviewed each class’ historical losses by quarter for any trends that would indicate a shorter look back period would be more representative.
Management adjusts the historical loss factors for the impact of the following qualitative factors: changes in lending policies, procedures and practices, economic and industry trends and conditions, experience, ability and depth of lending management, level of and trends in past dues and delinquent loans, changes in the quality of the loan review system, changes in the value of the underlying collateral for collateral dependent loans, changes in credit concentrations and portfolio size and other external factors such as legal and regulatory. In determining the impact, if any, of an individual qualitative factor, management compares the current underlying facts and circumstances surrounding a particular factor with those in the historical periods, adjusting the historical loss factor in a directionally consistent manner with changes in the qualitative factor. Management will continue to analyze the qualitative factors on a quarterly basis, adjusting the historical loss factor both up and down, to a factor we believe is appropriate for the probable and inherent risk of loss in its portfolio.
Specific allowances are determined as a result of our impairment process. When a loan is identified as impaired it is evaluated for loss using either the fair value of collateral method or the present value of cash flows method. If the present value of expected cash flows or the fair value of collateral exceeds the Bank’s carrying value of the loan no loss is anticipated and no specific reserve is established. However, if the Bank’s carrying value of the loan is greater than the present value of expected cash flows or fair value of collateral a specific reserve is established. In either situation, loans identified as impaired are excluded from the calculation of the general reserve.
The Corporation regularly obtains updated appraisals for real estate collateral dependent loans for which it calculates impairment based on the fair value of collateral. Loans having an unpaid principal balance of $500,000 or less in a homogenous pool of assets do not require an impairment analysis and, therefore, updated appraisals are not obtained until the foreclosure or sheriff sale occurs. Due to certain limitations, including, but not limited to, the availability of qualified appraisers, the time necessary to complete acceptable appraisals, the availability of comparable market data and information, and other considerations, in certain instances current appraisals are not readily available. The fair value of impaired loans for which current and acceptable appraisals are not available is approximately $60.7 million based on the Corporation’s best estimate of fair value, discounted at various rates depending on the collateral type. The Corporation discounts these appraisals an additional 10% and 20% for all non-land loans and unimproved land loans, respectively.
Collateral dependent loans are considered to be non-performing at such time that they become ninety days past due or a probable loss is expected. At the time a loan is determined to be non-performing it is downgraded per the

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Corporation’s loan rating system, it is placed on non-accrual, and an allowance consistent with the Corporation’s historical experience for similar “substandard” loans is established. Within ninety days of this determination a comprehensive analysis of the loans is completed, including ordering new appraisals, where necessary, and an adjustment to the estimated allowance is recognized to reflect the fair value of the loan based on the underlying collateral or the discounted cash flows. Until such date at which an updated appraisal is obtained, when deemed necessary, the Corporation applies discounts to the existing appraisals in estimating the fair value of collateral. These discounts are 25% on commercial real estate and 35% on unimproved land if the appraisal is over one year old. These discount percentages are based on actual experience over the past twelve month period. If the appraisal is within one year, the Corporation applies a discount of 15%. The Corporation believes these discounts reflect market factors, the locations in which the collateral is located and the estimated cost to dispose.
Management considers the allowance for loan losses at March 31, 2011 to be at an acceptable level. Although they believe that they have established and maintained the allowance for loan losses at an adequate level, changes may be necessary if future economic and other conditions differ substantially from the current environment. Although they use the best information available, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change. To the extent actual outcomes differ from our estimates, additional provision for credit losses may be required that would reduce future earnings.
Foreclosure
Real estate acquired by foreclosure or by deed in lieu of foreclosure and other repossessed assets, upon initial recognition, is recorded at fair value, less estimated selling expenses. It is the Bank’s policy that each parcel of real estate owned is appraised within six months of the time of acquisition of such property and periodically thereafter. At the date of foreclosure any write down to fair value less estimated selling costs is charged to the allowance for loan losses. Any increases in fair value over the net carrying value of the loans are recorded as recoveries to the allowance for loan losses to the extent of previous charge-offs, with any excess, which is infrequent, recognized as a gain. Costs relating to the development and improvement of the property are capitalized; holding period costs and subsequent changes to the valuation allowance are charged to expense. Foreclosed properties and repossessed assets are re-measured at fair value after initial recognition through the use of a valuation allowance on foreclosed assets. The value may be adjusted based on a new appraisal or as a result of an adjustment to the sale price of the property.
Mortgage Servicing Rights
Mortgage servicing rights are recorded as an asset when loans are sold to third parties with servicing rights retained. Mortgage servicing rights are initially recorded at fair value. They are amortized in proportion to, and over the period of, estimated net servicing revenues. The carrying value of these assets is periodically reviewed for impairment using a lower of carrying value or fair value methodology. The fair value of the servicing rights is determined by estimating the present value of future net cash flows, taking into consideration market loan prepayment speeds, discount rates, servicing costs and other economic factors. For purposes of measuring impairment, the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (i.e., fixed or adjustable) and interest rate bands. The amount of impairment recognized is the amount by which the capitalized mortgage servicing rights on a loan-by-loan basis exceed their fair value. As the loans are repaid and net servicing revenue is earned, mortgage servicing rights are amortized into expense. Net servicing revenues are expected to exceed this amortization expense. However, if actual prepayment experience or defaults exceed what was originally anticipated, net servicing revenues may be less than expected and mortgage servicing rights may be impaired. Mortgage servicing rights are carried at the lower of amortized cost or fair value.
Income Taxes
The Corporation’s provision for federal income taxes includes a deferred tax liability or deferred tax asset computed by applying the current statutory tax rates to net taxable or deductible differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements that will result in taxable or deductible amounts in future periods. The Corporation regularly reviews the carrying amount of its deferred tax assets to determine if the establishment of a valuation allowance is necessary. If based on the available evidence, it is more likely than not that all or a portion of the Corporation’s deferred tax assets will not be realized in future periods, a

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deferred tax valuation allowance would be established. Consideration is given to various positive and negative factors that could affect the realization of the deferred tax assets.
In evaluating this available evidence, management considers, among other things, historical financial performance, expectation of future earnings, the ability to carry back losses to recoup taxes previously paid, length of statutory carry forward periods, experience with operating loss and tax credit carry forwards not expiring unused, tax planning strategies and timing of reversals of temporary differences. Significant judgment is required in assessing future earning trends and the timing of reversals of temporary differences. The Corporation’s evaluation is based on current tax laws as well as management’s expectations of future performance.
As a result of its evaluation, the Corporation has recorded a full valuation allowance on its net deferred tax asset.
Revenue Recognition
The Corporation derives net interest and noninterest income from various sources, including:
    Lending,
 
    Securities portfolio,
 
    Asset management and fund servicing,
 
    Customer deposits,
 
    Loan servicing, and
 
    Sale of loans and securities.
The Corporation also earns fees and commissions from issuing loan commitments, standby letters of credit and financial guarantees, selling various insurance products, providing treasury management services and participating in certain capital markets transactions. Revenue earned on interest-earning assets including the accretion of fair value adjustments on discounts for purchased loans is recognized based on the effective yield of the financial instrument.
FORWARD-LOOKING STATEMENTS
This report contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” and Section 27A of the Securities Act. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” and similar words or phrases. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors more fully described under the caption “Risk Factors” and elsewhere in this report as well as in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011. Factors that could affect actual results include but are not limited to;
  (i)   general economic or industry conditions could be less favorable than expected, resulting in a deterioration in credit quality, a change in the allowance for loan and lease losses or a reduced demand for credit or fee-based products and services;
 
  (ii)   soundness of other financial institutions with which the Corporation and the Bank engage in transactions;
 
  (iii)   competitive pressures could intensify and affect our profitability, including as a result of continued industry consolidation, the increased availability of financial services from non-banks, technological developments or bank regulatory reform;
 
  (iv)   changes in technology;
 
  (v)   deterioration in commercial real estate, land and construction loan portfolios resulting in increased loan losses;
 
  (vi)   uncertainties regarding our ability to continue as a going concern;
 
  (vii)   our ability to address our own liquidity problems;

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  (viii)   demand for financial services, loss of customer confidence, and customer deposit account withdrawals;
 
  (ix)   our ability to pay dividends;
 
  (x)   changes in the quality or composition of the Bank’s loan and investment portfolios and allowances for loan loss;
 
  (xi)   unprecedented volatility in the market and fluctuations in the value of our common stock;
 
  (xii)   dilution of existing shareholders as a result of possible future transaction;
 
  (xiii)   uncertainties about the Corporation and the Bank’s Cease and Desist Orders with OTS;
 
  (xiv)   uncertainties about our ability to raise sufficient new capital in a timely manner in order to increase the Bank’s regulatory capital ratios;
 
  (xv)   changes in the conditions of the securities markets, which could adversely affect, among other things, the value or credit quality of our assets, the availability and terms of funding necessary to meet our liquidity needs and our ability to originate loans;
 
  (xvi)   increases in Federal Deposit Insurance Corporation premiums due to market developments and regulatory changes; changes in accounting principles, policies or guidelines;
 
  (xvii)   uncertainties regarding our investment in the common stock of the Federal Home Loan Bank of Chicago;
 
  (xviii)   delisting of the Corporation’s common stock from Nasdaq;
 
  (xix)   significant unforeseen legal expenses;
 
  (xx)   uncertainties about market interest rates;
 
  (xxi)   security breaches of our information systems;
 
  (xxii)   acts or threats of terrorism and actions taken by the United States or other governments as a result of such acts or threats, severe weather, natural disasters, acts of war;
 
  (xxiii)   environmental liability for properties to which we take title;
 
  (xxiv)   expiration of our Amended and Restated Credit Agreement;
 
  (xxv)   uncertainties relating to the Emergency Economic Stabilization Act or 2008, the American Recovery and Reinvestment Act of 2009, the implementation by the U.S. Department of the Treasury and federal banking regulators of a number of programs to address capital and liquidity issues in the banking system and additional programs that will apply to us in the future, all of which may have significant effects on us and the financial services industry;
 
  (xxvi)   changes in the U.S. Department of the Treasury’s Capital Purchase Program;
 
  (xxvii)   changes in the extensive laws, regulations and policies governing financial holding companies and their subsidiaries;
 
  (xxviii)   monetary and fiscal policies of the U.S. Department of the Treasury;
 
  (xxix)   implications of the Dodd-Frank Act; and
 
  (xxx)   challenges relating to recruiting and retaining key employees.
In addition, to the extent that we engage in acquisition transactions, such transactions may result in large one-time charges to income, may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated and may result in unforeseen integration difficulties. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this report. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
The Corporation does not undertake and specifically disclaims any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

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Item 3 Quantitative and Qualitative Disclosures About Market Risk.
The Corporation’s market rate risk has not materially changed from March 31, 2011. See Item 7A in the Corporation’s Annual Report on Form 10-K for the year ended March 31, 2011. See also “Asset/Liability Management” in Part I, Item 2 of this report.
Item 4 Controls and Procedures.
The Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report and, based on this valuation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are operating in an effective manner.
Changes in Internal Control Over Financial Reporting
There has been no change in the Corporation’s internal control over financial reporting ((as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Corporation’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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Part II — Other Information
Item 1 Legal Proceedings.
The Corporation is involved in routine legal proceedings occurring in the ordinary course of business which, in the aggregate, are believed by management of the Corporation to be immaterial to the financial condition and results of operations of the Corporation.
Item 1A Risk Factors.
We are subject to a number of risks which may potentially impact our business, financial condition, results of operations and liquidity. As a financial services institution, certain elements of risk are inherent in all of our transactions and are present in every business decision we make. Thus, we encounter risk as part of the normal course of our business, and we design risk management processes to help manage these risks.
Refer to “Risk Factors” in the Corporation’s Annual Report on Form 10-K for the year ended March 31, 2011, for discussion of these risks.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of equity securities by the registrant for the three months ended June 30, 2011.
Item 3 Defaults Upon Senior Securities.
None.
Item 4 Removed and Reserved.
Item 5 Other Information.
None.
Item 6 Exhibits.
The following exhibits are filed with this report:
  Exhibit 31.1   Certification of Principal Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 is included herein as an exhibit to this Report.
 
  Exhibit 31.2   Certification of Principal Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 is included as an exhibit to this Report.
 
  Exhibit 32.1   Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) is included herein as an exhibit to this Report.
 
  Exhibit 32.2   Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) is included herein as an exhibit to this Report.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  ANCHOR BANCORP WISCONSIN INC.
 
 
Date: August 2, 2011  By:   /s/ Chris Bauer    
    Chris Bauer, President and Chief Executive Officer   
     
Date: August 2, 2011  By:   /s/ Thomas G. Dolan    
    Thomas G. Dolan,  Executive Vice President, Treasurer and Chief Financial Officer   

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