##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended March 31, 2011oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-34955
  ANCHOR BANCORP WISCONSIN
    INC.
 (Exact name of registrant as
    specified in its charter)
  Wisconsin(State or other
    jurisdiction
    of incorporation or organization)

39-1726871(IRS Employer
    Identification No.)   25 West Main Street
 Madison, Wisconsin 53703
 (Address of principal executive
    office)
   Registrants
    telephone number, including area code
    (608) 252-8700
  Securities
    registered pursuant to Section 12 (b) of the
    Act:
  Common
    stock, par value $.10 per share
    NASDAQ Global Select Market (Title
    of Class)
    (Name
    of each exchange on which registered)   Securities registered pursuant to Section 12 (g) of
    the Act:
    Not Applicable
  o þ
  o þ
  þ o
  Regulation S-T þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





ANCHOR
    BANCORP WISCONSIN INC.
  FISCAL
    2011
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.


BUSINESS


1General


1Market Area


2Competition


2Lending Activities


3Investment Securities


8Sources of Funds


10Subsidiaries


12Regulation and Supervision


13Taxation


25Item 1A.


RISK FACTORS


25Item 1B.


UNRESOLVED STAFF COMMENTS


41Item 2.


PROPERTIES


41Item 3.


LEGAL PROCEEDINGS


42Item 4.


[RESERVED]


42PART IIItem 5.


MARKET FOR THE REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


42Item 6.


SELECTED FINANCIAL DATA


44Item 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


45Item 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


93Item 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


97Item 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


158Item 9A.


CONTROLS AND PROCEDURES


158Item 9B.


OTHER INFORMATION


161PART IIIItem 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


161Item 11.


EXECUTIVE COMPENSATION


161Item 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


161Item 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


162Item 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


162PART IVItem 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


162SIGNATURES


167EX-10.3EX-10.11EX-10.23EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1EX-99.2   (i)




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EXPLANATORY
    NOTE
      Form 10-K Form 10-Q Form 8-K
    Background
    of Restatement
            Form 10-K
 (ii)




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##### Table of Contents



Internal
    Control Considerations
    Form 10-K.
               (iii)




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
    Form 10-K.
  
    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;
    soundness of other financial institutions with which the Company
    and the Bank engage in transactions;
    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;
    changes in technology;
    deterioration in commercial real estate, land and construction
    loan portfolios resulting in increased loan losses;
    uncertainties regarding our ability to continue as a going
    concern;
    our ability to address our own liquidity issues;
    demand for financial services, loss of customer confidence, and
    customer deposit account withdrawals;
    our ability to pay dividends;
    changes in the quality or composition of the Banks loan
    and investment portfolios and allowance for loan losses;
    unprecedented volatility in the market and fluctuations in the
    value of our common stock;
    dilution of existing shareholders as a result of possible future
    transaction;
    uncertainties about the Company and the Banks Cease and
    Desist Orders with OTS;
    uncertainties about our ability to raise sufficient new capital
    in a timely manner in order to increase the Banks
    regulatory capital ratios;
    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;
    increases in Federal Deposit Insurance Corporation premiums due
    to market developments and regulatory changes; changes in
    accounting principles, policies or guidelines; (iv)




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##### Table of Contents




    uncertainties regarding our investment in the common stock of
    the Federal Home Loan Bank of Chicago;
    delisting of the Companys common stock from Nasdaq;
    significant unforeseen legal expenses;
    uncertainties about market interest rates;
    security breaches of our information systems;
    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;
    environmental liability for properties to which we take title;
    expiration of our Amended and Restated Credit Agreement;
    the effects of any changes to the servicing compensation
    structure for mortgage servicers pursuant to the programs of
    government sponsored-entities;
    uncertainties relating to the Emergency Economic Stabilization
    Act of 2008, the American Recovery and Reinvestment Act of 2009,
    the Dodd-Frank Act, 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;
    changes in the U.S. Treasurys Capital Purchase
    Program;
    changes in the extensive laws, regulations and policies
    governing financial holding companies and their subsidiaries;
    monetary and fiscal policies of the U.S. Department of the
    Treasury; and
    challenges relating to recruiting and retaining key employees.   (v)




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##### Table of Contents



PART I  Item 1.
    Business General        tm e-App tm e-App,
          www.anchorbank.com Form 10-K, Form 10-Q, Form 8-K
 1




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Market
    Area           Competition         2




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Lending
    Activities  General.
    Loan Portfolio Composition.
  March 31,2011


2010


2009


2008


2007Percent





Percent





Percent





Percent





PercentAmount


of Total


Amount


of Total


Amount


of Total


Amount


of Total


Amount


of Total(Dollars in Thousands)Mortgage loans:Single-family residential

$
652,237



24.31
%

$
765,312



22.27
%

$
843,482



20.52
%

$
893,001



20.35
%

$
843,677



20.76
%Multi-family residential


499,645



18.62



614,930



17.89



662,483



16.12



694,423



15.82



654,567



16.11Commercial real estate


645,683



24.07



842,905



24.53



1,020,981



24.84



1,088,004



24.79



1,020,325



25.10Construction


52,014



1.94



108,486



3.16



267,375



6.51



402,395



9.17



460,746



11.33Land


173,168



6.45



231,330



6.73



266,756



6.49



306,363



6.98



214,703



5.28Total mortgage loans


2,022,747



75.39



2,562,963



74.58



3,061,077



74.48



3,384,186



77.11



3,194,018



78.58Consumer loans:Second mortgage and home equity


268,264



10.00



352,795



10.27



394,708



9.61



356,009



8.11



351,739



8.65Education


276,735



10.31



331,475



9.64



358,784



8.73



275,850



6.29



223,707



5.50Other


18,345



0.68



24,990



0.73



56,302



1.37



95,149



2.17



60,413



1.49Total consumer loans


563,344



21.00



709,260



20.64



809,794



19.71



727,008



16.57



635,859



15.64Commercial business loans:Loans


96,755



3.61



164,329



4.78



238,940



5.81



277,312



6.32



234,791



5.78Lease receivables






0.00







0.00







0.00







0.00



1



0.00Total commercial business loans


96,755



3.61



164,329



4.78



238,940



5.81



277,312



6.32



234,792



5.78Total loans receivable


2,682,846



100.00
%


3,436,552



100.00
%


4,109,811



100.00
%


4,388,506



100.00
%


4,064,669



100.00
%Contras to loans:Undisbursed loan proceeds


(8,761
)






(23,334
)






(71,672
)






(141,219
)






(163,505
)Allowance for loan losses


(150,122
)






(179,644
)






(137,165
)






(38,285
)






(20,517
)Unearned net loan fees


(3,476
)






(3,898
)






(4,441
)






(6,075
)






(6,541
)Unearned interest


(115
)






(88
)






(84
)






(83
)






(42
)Net (discount) premium on loans purchased


(5
)






(8
)






(10
)






(11
)






(15
)Total contras to loans


(162,479
)






(206,972
)






(213,372
)






(185,673
)






(190,620
)Loans receivable, net

$
2,520,367






$
3,229,580






$
3,896,439






$
4,202,833






$
3,874,049  3




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##### Table of Contents



Commercial


CommercialResidential


and Industrial


Real Estate


Consumer


Total(In thousands)Amounts due:In one year or less

$
25,648


$
57,920


$
610,078


$
39,959


$
733,605After one year through five years


35,340



33,429



566,377



116,809



751,955After five years


587,526



8,340



194,302



407,118



1,197,286$
648,514


$
99,689


$
1,370,757


$
563,886


$
2,682,846Interest rate terms on amounts due after one year:Fixed

$
179,035


$
27,878


$
466,196


$
320,607


$
993,716Adjustable

$
443,831


$
13,891


$
294,483


$
203,320


$
955,525   Residential Loans.
  30-year
    10-year
  due-on-sale
  Commercial and Industrial Loans.
 4




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Commercial Real Estate Loans.
      Consumer Loans.
          Net Fee Income From Lending Activities.
   5




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Origination, Purchase and Sale of Loans.
    loan-to-value loan-to-value
    loan-to-value
       6




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##### Table of Contents



Year Ended March 31,2011


2010


2009(In thousands)Gross loans receivable at beginning of year(1)

$
3,456,036


$
4,271,775


$
4,398,175Total loans originated for investment


113,934



631,103



779,977Repayments


(867,640
)


(1,255,484
)


(1,058,672
)Transfers of loans to held for sale






(48,878
)


Net activity in loans held for investment


(753,706
)


(673,259
)


(278,695
)Total loans originated for sale


804,538



887,466



1,029,650Transfers of loans from held for investment






48,878



Sales of loans


(816,484
)


(1,029,946
)


(877,355
)Loans converted into mortgage-backed securities






(48,878
)


Net activity in loans held for sale


(11,946
)


(142,480
)


152,295Gross loans receivable at end of period(1)

$
2,690,384


$
3,456,036


$
4,271,775     (1)
    
    Includes loans held for sale and loans held for investment.  Delinquency Procedures.
   7




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##### Table of Contents



Investment
    Securities    held-to-maturity Held-to-maturity
  30-year
  held-to-maturity available-for-sale. Available-for-sale available-for-sale.
    available-for-sale held-to-maturity
 8




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March 31,2011


2010


2009Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value(In thousands)Available-for-sale:U.S. government sponsored and federal agency obligations

$
4,037


$
4,126


$
51,029


$
51,031


$
48,471


$
48,919Municipal bonds


















21,768



22,233Mutual fund


















1,797



1,797Corporate stock and other


1,151



1,219



1,176



1,198



4,806



4,735Agency CMOs and REMICs


342



358



1,393



1,413



142,692



143,995Non-agency CMOs


49,921



46,637



91,140



85,367



119,473



107,527Residential mortgage-backed securities


6,131



6,389



14,907



15,440



97,562



100,754GNMA securities


481,659



464,560



261,957



261,754



54,753



55,025543,241



523,289



421,602



416,203



491,322



484,985Held-to-maturity:Residential mortgage-backed securities


27



28



39



40



50



5027



28



39



40



50



50Total investment securities

$
543,268


$
523,317


$
421,641


$
416,243


$
491,372


$
485,035    9




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##### Table of Contents



held-to-maturity available-for-sale
  Less than Five Years


Five to Ten Years


Over Ten YearsWeighted





Weighted





WeightedAverage





Average





AverageBalance


Yield


Balance


Yield


Balance


Yield


Total(Dollars in thousands)Available-for-sale:U.S. government sponsored and federal agency obligations

$
4,126



2.36
%

$



$



$




0.00
%

$
4,126Corporate stock and other


















1,219



8.67



1,219Agency CMOs and REMICs


















358



3.98



358Non-agency CMOs


26



8.38



9,527



4.78



37,084



6.73



46,637Residential mortgage-backed Securities


496



4.08



873



4.78



5,020



3.51



6,389GNMA Securities










639



4.86



463,921



2.73



464,5604,648



2.57



11,039



4.78



507,602



3.06



523,289Held-to-maturity:Residential mortgage-backed Securities


4



6.19



23



3.03











274



6.19



23



3.03











27Total investment securities

$
4,652



2.58
%

$
11,062



4.77
%

$
507,602



3.06
%

$
523,316      Sources
    of Funds  General.
  Deposits.
   10




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##### Table of Contents



Over Six


Over


Over TwoMonths


One Year


Years


OverSix Months


Through


Through


Through


ThreeInterest Rate

and Less


One Year


Two Years


Three Years


Years


Total(In thousands)0.00% to 2.99%

$
823,035


$
246,153


$
270,685


$
5,082


$
15,190


$
1,360,1453.00% to 4.99%


72,255



79,197



33,529



26,152



3,137



214,2705.00% to 6.99%


832



1,557



263











2,652$
896,122


$
326,907


$
304,477


$
31,234


$
18,327


$
1,577,067     Borrowings.
        March 31,2011

2010

2009Weighted



Weighted



WeightedAverage



Average



AverageBalance

Rate

Balance

Rate

Balance

Rate(Dollars in thousands)FHLB advances

$
478,479



2.57
%

$
613,429



3.08
%

$
887,329



3.41
%Other borrowed funds


176,300



8.85



176,300



8.85



190,138



6.03  11




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##### Table of Contents



March 31,2011

2010

2009Weighted



Weighted



WeightedAverage



Average



AverageBalance

Rate

Balance

Rate

Balance

Rate(In thousands)Balance at end of Period:FHLB advances

$
40,000



0.20
%

$




0.00
%

$




0.00
%Short Term Line of Credit


116,300



12.00



116,300



12.00



116,300



8.00Maximum month-end balance:FHLB advances


50,000



0.26
%






0.00
%


210,500



2.35
%Short Term Line of Credit


116,300



12.00



116,300



12.00



118,465



3.93Average balance:FHLB advances


11,500



0.26
%






0.00
%


100,217



2.18
%Short Term Line of Credit


116,300



12.00



116,300



11.33



116,678



5.44  Subsidiaries  Investment Directions, Inc. ASC 810-10-15.
      California Investment Directions, Inc. ASC 810-10-15.
  S&D Indian Palms, Ltd.
  Davsha, LLC.
 12




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##### Table of Contents



ADPC Corporation.
  Anchor Investment Corporation.
 Regulation
    and Supervision      General.
      Activities Restrictions.
 13




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##### Table of Contents



Restrictions on Acquisitions.
  
    control of any other savings institution or savings and loan
    holding company or all or substantially all the assets
    thereof; or
    more than 5% of the voting shares of a savings institution or
    holding company of a savings institution which is not a
    subsidiary.    Change of Control. out-of-state
  Change in Management.
  Limitations on Dividends.
 14




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##### Table of Contents



Capital Requirements.
      Prompt Corrective Action.
   15




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##### Table of Contents



Tier 1

TotalTier 1

Risk-Based

Risk-BasedCapital Category

Leverage Ratio

Capital Ratio

Capital RatioWell Capitalized

5% or above

6% or above

10% or aboveAdequately Capitalized

4% or above(1)

4% or above

8% or aboveUndercapitalized

Less than 4%

Less than 4%

Less than 8%Significantly Undercapitalized

Less than 3%

Less than 3%

Less than 6%Critically Undercapitalized

Less than 2%



     (1)
    
    3% for banks with the highest supervisory rating.              Restrictions on Capital Distributions.
  
    the total capital distributions for the applicable calendar year
    exceed the sum of the institutions net income for that
    year to date plus the institutions retained net income for
    the preceding two years;
    the institution would not be at least adequately capitalized
    following the distribution; 16




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##### Table of Contents




    the distribution would violate any applicable statute,
    regulation, agreement or OTS-imposed condition; or
    the institution is not eligible for expedited treatment of its
    filings with the OTS.        Qualified Thrift Lender Test.
    Safety and Soundness Standards.
  Community Investment and Consumer Protection
    Laws. Truth-in-Lending Truth-in-Savings
   17




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Federal Deposit Insurance.
           18




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##### Table of Contents



Brokered Deposits. case-by-case
  Federal Home Loan Bank System.
  Federal Reserve System.
  Transactions With Affiliates
    Restrictions.
 19




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##### Table of Contents



Anti-Money Laundering.
  non-U.S. persons.
   20




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##### Table of Contents



Privacy Regulation.
  
    ensure the security and confidentiality of customer information;
    protect against any anticipated threats or hazards to the
    security or integrity of such information; and
    protect against unauthorized access to or use of such
    information that could result in substantial harm or
    inconvenience to any customer.    Regulatory Enforcement Authority. cease-and-desist
  Sarbanes-Oxley Act of 2002.
  Overdraft Fees.
  Interchange Fee.
 21




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##### Table of Contents



Source of Strength Doctrine.
  Temporary Liquidity Guarantee Program.
    Emergency Economic Stabilization Act of
    2008.
  
    Capital Purchase Program (CPP). Pursuant to this
    program, Treasury, on behalf of the US government, will purchase
    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 will have 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 this program also imposes certain restrictions
    upon an institutions dividends to common shareholders and
    stock repurchase activities. As described further herein, we
    elected to participate in the CPP and received $110 million
    pursuant to the program.
    Temporary Liquidity Guarantee Program. This program contained
    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 June 30, 2009; and (ii) an
    account transaction guarantee component, whereby the FDIC will
    insure 100% of non-interest bearing deposit transaction accounts
    held 22




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##### Table of Contents



at eligible financial institutions, such as payment processing
    accounts, payroll accounts and working capital accounts through
    December 31, 2009. The deadline for participation or opting
    out of this program was December 5, 2008. We elected not to
    opt out of the program.  
    Permanent 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. Dodd-Frank permanently raised the limit to $250,000.  The American Recovery and Reinvestment Act of
    2009.
  
    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 companys proxy statement) and the next 20 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 Company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 company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 company-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.     23




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##### Table of Contents



Homeowners
    Affordability and Stability Plan
    
    the development of a public/private investment fund essentially
    structured as a government sponsored enterprise with the mission
    to purchase troubled assets from banks with an initial
    capitalization from government funds;
    the Capital Assistance Program under which the Treasury will
    purchase additional preferred stock available only for banks
    that have undergone a new stress test given by their regulator;
    an expansion of the Federal Reserves term asset-backed
    liquidity facility to support the purchase of up to
    $1 trillion in AAA-rated asset backed securities backed by
    consumer, student, and small business loans, and possible other
    types of loans; and
    the establishment of a mortgage loan modification program with
    $50 billion in federal funds further detailed in the HASP.      Dodd-Frank
    Act
   24




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##### Table of Contents



Federal
    Housing Finance Agency
    Legislative
    and Regulatory Proposals
   Taxation  Federal
      State
    Item 1A.
    Risk
    Factors  Set forth below and elsewhere in this Annual Report on
    Form 10-K
    and in other documents we file with the SEC are risks and
    uncertainties that could cause actual results to differ
    materially from the results contemplated by the forward-looking
    statements contained in this Annual Report on
    Form 10-K.
    The risks described below are not the only ones facing our
    company. Additional risks not presently known to us or that we
    currently deem immaterial may also impair our business
    operations. Our business, financial condition, results of
    operations or prospects could be materially and adversely
    affected by any of these risks. The trading price of, and market
    for, shares of our common stock could decline due to any of
    these risks. This report, including the documents incorporated
    by reference herein, also contain forward-looking statements
    that involve risks and uncertainties. Our actual results could
    differ materially from those anticipated in these
    forward-looking statements as a result of certain factors,
    including the risks described below and in the documents
    incorporated by reference herein.
 25




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##### Table of Contents



Risks
    Related to Our Industry
  Our
    business may be adversely affected by current conditions in the
    financial markets, the real estate market and economic
    conditions generally.
        The
    soundness of other financial institutions could negatively
    affect us.
    Regulation
    by federal and state agencies could adversely affect our
    business, revenue, and profit margins.
  and/or
 26




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##### Table of Contents



Competition
    in the financial services industry is intense and could result
    in losing business or reducing margins.
  and/or
  We
    continually encounter technological change.
    Risks
    Related to Our Business
  We
    experienced a net loss in fiscal 2011 directly attributable to a
    substantial deterioration in our commercial real estate, land
    and construction loan portfolio and the resulting increase in
    our provision for credit losses.
       27




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##### Table of Contents



Our
    independent registered public accounting firm has expressed
    substantial doubt about our ability to continue as a going
    concern.
      We
    have reported material weaknesses in our internal control over
    financial reporting and if additional material weaknesses are
    discovered in the future, our stock price and investor
    confidence in us may be adversely affected.
        The
    Bank may be subject to a federal conservatorship or receivership
    if it cannot comply with the Cease and Desist Order, the Capital
    Restoration Plan, the Memorandum of Understanding, or if its
    condition continues to deteriorate.
   28




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##### Table of Contents



Our
    business is subject to liquidity risk, and changes in our source
    of funds may adversely affect our performance and financial
    condition by increasing our cost of funds.
      Concern
    of our customers over deposit insurance may cause a decrease in
    deposits.
    Our
    liquidity is largely dependent upon our ability to receive
    dividends from our subsidiary bank, which accounts for most of
    our revenue and could affect our ability to pay dividends, and
    we may be unable to enhance liquidity from other
    sources.
  and/or
  Additional
    increases in our level of non-performing assets would have an
    adverse effect on our financial condition and results of
    operations.
    Future
    sales or other dilution of the Corporations equity may
    adversely affect the market price of the Corporations
    common stock.
   29




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##### Table of Contents



Holders
    of our common stock have no preemptive rights and are subject to
    potential dilution.
    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. If we do not raise additional capital, we
    may not be in compliance with the capital requirements of the
    Banks Cease and Desist Order, which could have a material
    adverse effect upon us.
        Although
    the Bank is considered adequately capitalized under
    PCA guidelines for regulatory purposes, we will incur increased
    premiums for deposit insurance and will trigger acceleration of
    certain of our brokered deposits if we fall below the
    adequately capitalized threshold.
    Future
    Federal Deposit Insurance Corporation assessments will hurt our
    earnings.
    Our
    allowance for losses on loans and leases may not be adequate to
    cover probable losses.
   30




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##### Table of Contents



If our
    investment in the common stock of the Federal Home Loan Bank of
    Chicago is other than temporarily impaired, our financial
    condition and results of operations could be materially
    impaired.
      We are
    not paying dividends on our common stock and are deferring
    distributions on our preferred stock, and are otherwise
    restricted from paying cash dividends on our common stock. The
    failure to resume paying dividends may adversely affect
    us.
      Maintaining
    or increasing market share depends on market acceptance and
    regulatory approval of new products and services.
   31




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##### Table of Contents



We may
    fail to meet continued listing requirements with
    NASDAQ.
    Continued
    deterioration in the real estate markets or other segments of
    our loan portfolio could lead to additional losses, which could
    have a material negative effect on our financial condition and
    results of operations.
  loan-to-value
  Significant
    legal actions could subject us to substantial uninsured
    liabilities.
    While
    we attempt to manage the risk from changes in market interest
    rates, interest rate risk management techniques are not exact.
    In addition, we may not be able to economically hedge our
    interest rate risk. A rapid or substantial increase or decrease
    in interest rates could adversely affect our net interest income
    and results of operations.
     32




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##### Table of Contents



An
    interruption in or breach in security of our information systems
    may result in a loss of customer business.
        Severe
    weather, natural disasters, acts of war or terrorism and other
    external events could significantly impact our
    business.
  and/or
  The
    Corporation is exposed to risk of environmental liabilities with
    respect to properties to which it takes title.
  clean-up
 33




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##### Table of Contents



Our
    regional concentration makes us particularly at risk for changes
    in economic conditions in our primary market.
    Our
    asset valuations include observable inputs and may include
    methodologies, estimations and assumptions that are subject to
    differing interpretations and could result in changes to asset
    valuations that may materially adversely affect our results of
    operations or financial condition.
  and/or
  and/or period-to-period
  Lenders
    may be required to repurchase mortgage loans or indemnify
    mortgage loan purchasers as a result of breaches of
    representations and warranties, borrower fraud, or certain
    borrower defaults, which could harm our liquidity, results of
    operations and financial condition.
    The
    infusion of outside capital may dilute the Corporations
    equity and may adversely affect the market price of the
    Corporations common stock.
   34




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##### Table of Contents



Our
    Shareholder Rights Plan limits our likelihood of being acquired
    in a manner not approved by our Board.
  change-in-control
  Risks
    Related to Our Credit Agreement
  We are
    party to a credit agreement that requires us to observe certain
    covenants that limit our flexibility in operating our
    business.
    
    incur additional indebtedness or issue certain preferred shares;
    pay dividends on, repurchase or make distributions in respect of
    our capital stock or make other restricted payments;
    make certain investments;
    sell certain assets; and
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of the Corporations assets.        We
    must pay in full the outstanding balance under the Credit
    Agreement by the earlier of November 30, 2011 or the
    receipt of net proceeds of a financing transaction from the sale
    of equity securities.
   35




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##### Table of Contents



Risks
    Related to Recent Market, Legislative and Regulatory
    Events
  We are
    highly dependent upon programs administered by Fannie Mae,
    Freddie Mac and Ginnie Mae. Changes in existing U.S.
    government-sponsored mortgage programs or servicing eligibility
    standards could materially and adversely affect our business,
    financial position, results of operations or cash
    flows.
       36




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##### Table of Contents



The
    TARP CPP and the ARRA impose certain executive compensation and
    corporate governance requirements that may adversely affect us
    and our business, including our ability to recruit and retain
    qualified employees.
    
    ensuring that incentive compensation for senior executives does
    not encourage unnecessary and excessive risks that threaten the
    value of the financial institution;
    requiring clawbacks of any bonus or incentive compensation paid
    to a senior executive based on statements of earnings, gains or
    other criteria that are later proven to be materially inaccurate;
    prohibiting golden parachute payments to senior
    executives; and
    agreeing not to deduct for tax purposes executive compensation
    in excess of $500,000 for each senior executive.      
    a prohibition on making any golden parachute payment to a senior
    executive officer or any of our next five most highly
    compensated employees;
    a prohibition on any compensation plan that would encourage
    manipulation of the reported earnings to enhance the
    compensation of any of its employees; and
    a prohibition of the five highest paid executives from receiving
    or accruing any bonus, retention award, or incentive
    compensation, or bonus except for long-term restricted stock
    with a value not greater than one-third of the total amount of
    annual compensation of the employee receiving the stock.   37




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##### Table of Contents



gross-up
    TARP
    lending goals may not be attainable.
    The
    Company and the Bank are subject to extensive regulation,
    supervision and examination by federal banking
    authorities.
    There
    can be no assurance that enacted legislation or any proposed
    federal programs will stabilize the U.S. financial system and
    such legislation and programs may adversely affect
    us.
   38




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##### Table of Contents



The
    fiscal and monetary policies of the federal government and its
    agencies could have a material adverse effect on our
    earnings.
    Managements
    ability to retain key officers and employees may
    change.
        We are
    subject to various reporting requirements that increase
    compliance costs, and failure to comply timely could adversely
    affect our reputation and the value of our common
    stock.
  Form 10-K
 39




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##### Table of Contents



Non-compliance
    with USA PATRIOT Act, Bank Secrecy Act, or other laws and
    regulations could result in fines or sanctions, and curtail
    expansion opportunities
    The
    impact of the Dodd-Frank Act is still uncertain, but it may
    increase our costs of doing business and could result in
    restrictions on certain products and services we
    offer.
    
    will, effective as of July 21, 2011 unless postponed,
    dissolve the Office of Thrift Supervision, transferring
    regulation of the Bank to the Office of the Comptroller of
    Currency and of the Corporation to the Federal Reserve;
    is changing the capital requirements for bank holding companies
    and would require less favorable capital treatment for future
    issuances of trust preferred (although our existing trust
    preferred are grandfathered and therefore not subject to the new
    rules);
    raises prudential standards by requiring, for instance, annual
    internal stress testing and establishment of independent risk
    committees for banks with $10 billion or more in assets;
    grants the FDIC
    back-up
    supervisory authority with respect to depository institution
    holding companies that engage in conduct that poses a
    foreseeable and material risk to the Deposit Insurance Fund, and
    heightens the Federal Reserves authority to examine,
    prescribe regulations and take action with respect to all
    subsidiaries of a bank holding company;
    prohibits insured state-chartered banks from engaging in
    derivatives transactions unless the chartering states
    lending limit laws take into consideration credit exposure to
    derivative transactions;
    specifies that a bank holding company may acquire control of an
    out-of-state
    bank only if it is well-capitalized and well-managed, and does
    not allow interstate merger transactions unless the resulting
    bank would be well-capitalized and well-managed after the
    transaction;
    changes how the FDIC calculates deposit insurance assessments
    and effectively requires increases in deposit insurance fees
    that will be borne primarily by institutions with assets of
    greater than $10 billion;
    subjects both large and small financial institutions to data and
    information gathering by a newly created Office of Financial
    Research; 40




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##### Table of Contents




    requires retention of 5% of the credit risk in assets
    transferred, sold or conveyed through issuances of asset-backed
    securities, with the risk-retention obligation spread between
    securitizers and originators;
    creates a new Consumer Bureau given rulemaking, examination and
    enforcement authority over consumer protection matters, imposes
    limits on debit card interchange fees that may be charged by
    card issuers with $10 billion or more in assets and
    contains provisions on mortgage-related matters such as steering
    incentives, determinations as to a borrowers ability to
    repay and prepayment penalties; and
    mandates and allows certain changes regarding corporate
    governance and executive compensation such as shareholder proxy
    access for publicly traded banks director nominations,
    clawback of incentive-based compensation from executive officers
    and increased disclosure on compensation arrangements.    We may
    be subject to more stringent capital requirements.
      Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties   41




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##### Table of Contents



Item 3.
    Legal
    Proceedings    Item 4.
    Reserved   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Common
    Stock
    Quarterly
    Stock Price and Dividend Information
    CashQuarter Ended

High

Low

DividendMarch 31, 2011

$
1.900


$
0.950


$
December 31, 2010


1.500



0.520



September 30, 2010


0.750



0.450



June 30, 2010


1.550



0.400



March 31, 2010

$
1.400


$
0.640


$
December 31, 2009


1.350



0.370



September 30, 2009


1.650



1.020



June 30, 2009


2.420



0.850



   Form 10-K.
  Repurchases
    of Common Stock
   42




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##### Table of Contents



Performance
    Graph
    
 43




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##### Table of Contents



Item 6.
    Selected
    Financial Data    At or For Year Ended March 31,2010


2009


2008(4)


20072011


(As Restated)


(As Restated)


(As Restated)


(As Restated)(Dollars in thousands, except per share data)Operations Data:Interest income

$
166,463


$
217,082


$
260,262


$
296,675


$
280,692Interest expense


81,383



132,123



135,472



167,670



152,646Net interest income


85,080



84,959



124,790



129,005



128,046Provision for credit losses


51,198



161,926



205,719



22,551



11,255Real estate investment partnership revenue










2,130



8,399



18,977Other non-interest income


55,863



56,753



43,817



42,747



35,538Real estate investment partnership cost of sales










1,736



8,489



17,607Other non-interest expense


130,759



158,200



224,195



98,731



90,382Income (loss) before income taxes


(41,014
)


(178,414
)


(260,913
)


50,380



63,317Income taxes


164



(1,500
)


(30,098
)


19,650



24,586Net income (loss)


(41,178
)


(176,914
)


(230,815
)


30,730



38,731Income attributable to non-controlling interestin real estate partnerships










(148
)


(402
)


(241
)Preferred stock dividends in arrears


(5,934
)


(5,648
)


(925
)






Preferred stock discount accretion


(7,412
)


(7,411
)


(1,247
)






Net income (loss) available to common equity of Anchor BanCorp


(54,524
)


(189,973
)


(232,839
)


31,132



38,972Earnings (loss) per common share:Basic


(2.57
)


(8.97
)


(11.05
)


1.48



1.82Diluted


(2.57
)


(8.97
)


(11.05
)


1.48



1.80Balance Sheet Data:Total assets

$
3,394,825


$
4,416,265


$
5,272,110


$
5,149,557


$
4,539,685Investment securities available for sale


523,289



416,203



484,985



356,406



321,516Investment securities held to maturity


27



39



50



59



68Loans receivable held for investment, net


2,520,367



3,229,580



3,896,439



4,202,833



3,874,049Deposits and accrued interest


2,707,160



3,552,762



3,923,827



3,539,994



3,248,246Other borrowed funds


654,779



789,729



1,077,467



1,206,761



900,477Stockholders equity (deficit)


(13,171
)


42,214



217,770



350,363



341,935Common shares outstanding


21,677,594



21,685,925



21,569,785



21,348,170



21,669,094Other Financial Data:Book value per common share at end of period

$
(5.68
)

$
(3.13
)

$
5.00


$
16.41


$
15.78Dividends paid per share










0.29



0.71



0.67Dividend payout ratio



%



%


(2.62
)%


47.97
%


36.81
%Yield on earning assets


4.59



4.74



5.63



6.25



6.71Cost of funds


2.15



2.82



2.94



3.65



3.80Interest rate spread


2.44



1.92



2.69



2.60



2.91Net interest margin(1)


2.35



1.86



2.70



2.72



3.06Return on average assets(2)


(1.07
)


(3.66
)


(4.65
)


0.63



0.89Return on average equity(3)


(168.38
)


(146.56
)


(75.67
)


9.03



11.51Average equity to average assets


0.65



2.50



6.15



6.93



7.71     (1)
    
    Net interest margin represents net interest income as a
    percentage of average interest-earning assets.(2)
    
    Return on average assets represents net income (loss) including
    income attributable to non-controlling interests as a percentage
    of average total assets.(3)
    
    Return on average equity represents net income (loss) including
    income attributable to non-controlling interests as a percentage
    of average total stockholders equity.(4)
    
    During the fourth quarter of the year ended March 31, 2008,
    the Corporation acquired S&C Bank, which consisted of total
    assets of $381.1 million, total deposits of
    $305.5 million and total loans of $280.8 million. 44




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Critical
    Accounting Estimates and Judgments
    Fair
    Value Measurements
      Available-for-Sale
    Securities
  available-for-sale other-than-temporary other-than-temporary other-than-temporary
 45




---



##### Table of Contents



other-than-temporary
  Allowances
    for Loan Losses
          non-land
 46




---



##### Table of Contents



Foreclosure
    Mortgage
    Servicing Rights
  loan-by-loan
  Income
    Taxes
   47




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##### Table of Contents



Revenue
    Recognition
    
    Lending,
    Securities portfolio,
    Asset management and fund servicing,
    Customer deposits,
    Loan servicing, and
    Sale of loans and securities.      Recent Accounting Pronouncements.
  Segment
    Review
    EXECUTIVE
    OVERVIEW
   48




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##### Table of Contents




    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  As detailed below in the
    Financial Highlights, 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. This decline was largely due to a $721 million
    reduction in loans receivable for the year. The decline in loans
    receivable was driven by scheduled pay-offs, amortizations and
    transfers to foreclosed properties as part of a proactive
    workout and collection effort. The Bank has also significantly
    curtailed its new loan origination activity. The decline was
    also the result of the aforementioned branch sales and the sale
    of a portion of the education loan portfolio.
    Net Interest Income  The net interest income before
    provision for credit losses remained flat despite the
    significant reduction in the size of the balance sheet. Net
    interest income was $85.1 million in 2011, $121,000 more
    than 2010. While the yield on earning assets dropped by
    15 basis points from 4.74 percent for fiscal 2010 to
    4.59 percent for fiscal 2011, the cost of funds declined by
    67 basis points, from 2.82 percent to
    2.15 percent, in that same period. The net interest margin
    was 2.35 percent for the year ended March 31, 2011,
    compared to 1.86 percent for the year ended March 31,
    2010, a 49 basis point improvement over the prior year. The
    Corporation also deployed excess liquidity into the investment
    portfolio to generate additional income.
    Provision for Credit Losses  The largest driver of
    the improvement in net income (loss) was the reduction in the
    provision for credit losses. The provision for credit losses
    declined from $161.9 million in 2010 to $51.2 million
    in 2011, a 68 percent decline. This positive trend in the
    provision for credit losses was primarily due to a reduction in
    the volume of non-performing loans in the portfolio. 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
    $55.4 million at March 31, 2010 and $90.7 million
    at March 31, 2011. This increased level of foreclosed
    properties has a direct negative impact on the expenses related
    to foreclosed properties and repossessed assets due to the high
    cost of carrying these assets. 49




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##### Table of Contents




    Non-interest income  Non-interest income remained
    relatively flat at $55.9 million in 2011, decreased
    $890,000 for the year ended March 31, 2011, compared to the
    prior year. This decline was due to reductions in service
    charges on deposits of $3.1 million, net gain (loss) on
    sale of investment securities of $2.4 million, other
    revenue from real estate partnership operations of
    $1.6 million and loan servicing income of $1.0 million
    in fiscal 2011 compared to fiscal 2010. These reductions were
    largely offset by a $7.4 million gain on the sale of 15
    branches during fiscal 2011. The decline in service charges from
    $15.4 million in 2010 to $12.3 million in 2011 was
    primarily due to the branch sales.
    Expense Reduction  The Bank has focused on reducing
    expenses throughout the year. In the second quarter, 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 from $158.2 million in fiscal 2010 to
    $130.8 million in fiscal 2011, or a reduction of
    $27.4 million for the year, due largely to decreases of
    $11.0 million in compensation expense and $7.2 million
    in FDIC insurance premiums.  year-over-year
  Credit
    Highlights
      Recent
    Market and Industry Developments
     50




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##### Table of Contents



Financial
    Highlights
    
    Diluted loss per common share decreased to $(1.02) for the
    quarter ended March 31, 2011 compared to $(1.40) per share
    for the quarter ended March 31, 2010, primarily due to a
    $10.0 million decrease in the provision for credit losses;
    Book value per common share was $(5.68) at March 31, 2011
    compared to $(3.13) at March 31, 2010;
    Total assets decreased $1.02 billion, or 23.1%, since
    March 31, 2010;
    Loans receivable including loans
    held-for-sale
    decreased $721.2 million, or 22.2%, since March 31,
    2010 primarily due to scheduled pay-offs and amortization, the
    sale of branches which resulted in a decrease of
    $86.6 million, the transfer of $88.2 million to
    foreclosed properties as well as the sale of $24 million in
    student loans;
    Delinquencies (loans past due 30 days or more) decreased
    $9.4 million or 2.9%, to $315.0 million at
    March 31, 2011 from $324.4 million at March 31,
    2010;
    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
    $93.6 million, or 23.4% to $306.3 million at
    March 31, 2011 from $399.9 million at March 31,
    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 $58.4 million,
    or 12.8%, to $397.0 million at March 31, 2011 from
    $455.4 million at March 31, 2010;
    Foreclosed properties and repossessed assets increased
    $35.3 million, or 63.6%, to $90.7 million at
    March 31, 2011 from $55.4 million at March 31,
    2010;
    Deposits and related accrued interest payable decreased
    $845.6 million, or 23.8%, since March 31, 2010 as the
    result of planned reduction in high rate specially priced
    certificates of deposit held by single service customers;
    The net interest margin increased to 2.63% for the quarter ended
    March 31, 2011 compared to 1.77% for the quarter ended
    March 31, 2010 due to run off and repricing of higher rate
    certificates of deposit; and


    Provision for credit losses decreased $110.7 million, or
    68.4%, to $51.2 million for the year ended March 31,
    2011 from $161.9 million for the year ended March 31,
    2010 due to the Corporations significant enhancements to
    risk management practices.  Results
    of Operations
  Form 10-K.
 51




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##### Table of Contents



Comparison
    of Years Ended March 31, 2011 and 2010
  General.
  Net Interest Income.
  Provision for Credit Losses.
    Non-interest Income.
  Non-interest Expense.
 52




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##### Table of Contents



Real Estate Segment.
  Income Taxes.
  Comparison
    of Years Ended March 31, 2010 and 2009
  General.
  Net Interest Income.
  Provision for Credit Losses.
 53




---



##### Table of Contents



Non-interest Income.
  Non-interest Expense.
  Real Estate Segment.
  Non-Controlling Interests.
    Income Taxes.
  Fourth
    Quarter Results
   54




---



##### Table of Contents



Quarterly
    Management Discussion and Analysis
    and/or
  Quarterly
    Results for Quarter Ended December 31, 2010
       55




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##### Table of Contents



Impact of
    Restatement
    Credit
    Highlights
    
    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 $52.0 million,
    or 11.4%, to $403.4 million at December 31, 2010 from
    $455.4 million at March 31, 2010;
    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
    $65.8 million, or 16.5% to $334.1 million at
    December 31, 2010 from $399.9 million at
    March 31, 2010;
    Provision for credit losses increased $11.1 million, or
    104.8%, to $21.4 million for the three months ended
    December 31, 2010 from $10.5 million for the three
    months ended December 31, 2009; and
    Delinquencies (loans past due 30 days or more) decreased
    $21.0 million or 5.6%, to $352.2 million at
    December 31, 2010 from $373.2 million at
    March 31, 2010.  Financial
    Condition
     56




---



##### Table of Contents



OTS Order
    to Cease and Desist
    Liquidity
    and Capital Resources
     57




---



##### Table of Contents



Quarterly
    Results for Quarter Ended September 30, 2010
              Impact of
    Restatement
   58




---



##### Table of Contents



Credit
    Highlights
    
    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 $39.0 million,
    or 9.2%, to $385.5 million at September 30, 2010 from
    $424.5 million at March 31, 2010.
    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
    $43.9 million, or 11.9% to $325.2 million at
    September 30, 2010 from $369.1 million at
    March 31, 2010; and
    Provision for credit losses decreased $50.2 million, or
    82.5%, to $10.7 million for the three months ended
    September 30, 2010 from $60.9 million for the three
    months ended September 30, 2009. The Corporation made
    significant risk management enhancements starting in the three
    and six month periods ending September 30, 2009. These
    enhancements included the following: established standard
    discount rates applied to collateral types; identified all
    related entities associated with existing impaired loans to
    ensure that the impairment analysis represents a more accurate
    and thorough picture of the total borrowing relationship;
    changed the criteria for evaluating impaired loans using the
    collateral methodology for a more accurate assessment;
    collateral is now evaluated on a loan by loan basis rather than
    from a total collateral pool perspective; and determined the
    appropriate amount of the loan to be charged off versus to be
    put into a specific reserve. These enhancements led to a
    significant increase in the provision for loan losses in the
    prior year.  Financial
    Condition
           59




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##### Table of Contents



OTS Order
    to Cease and Desist
    Liquidity
    and Capital Resources
         60




---



##### Table of Contents



Quarterly
    Results for Quarter Ended June 30, 2010
              Impact of
    Restatement
    Credit
    Highlights
    
    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 other assets owned
    by the Bank) decreased $2.5 million, or 0.6%, to
    $422.0 million at June 30, 2010 from
    $424.5 million at March 31, 2010,
    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) increased
    $3.5 million, or 1.0% to $372.6 million at
    June 30, 2010 from $369.1 million at March 31,
    2010; and
    Provision for loan losses decreased $61.5 million, or
    87.3%, to $8.9 million for the three months ended
    June 30, 2010 from $70.4 million for the three months
    ended June 30, 2009 and $11.2 million, or 55.7%, from
    $20.2 million for the three months ended March 31,
    2010. 61




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##### Table of Contents



Financial
    Condition
                OTS Order
    to Cease and Desist
    Liquidity
    and Capital Resources
   62




---



##### Table of Contents



Quarterly
    Results for Quarter Ended March 31, 2010
              Impact of
    Restatement
   63




---



##### Table of Contents



Credit
    Highlights
        Financial
    Condition
    available-for-sale held-to-maturity) other-than-temporary
   64




---



##### Table of Contents



available-for-sale
  OTS Order
    to Cease and Desist
    Liquidity
    and Capital Resources
         65




---



##### Table of Contents



Quarterly
    Results for Quarter Ended December 31, 2009
              Impact of
    Restatement
    Credit
    Highlights
    
    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 other assets owned
    by the Bank) increased $64.0 million, or 22.8%, to
    $344.4 million at December 31, 2009 from
    $280.4 million at March 31, 2009, and 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 66




---



##### Table of Contents



anticipated probable loss and non-accrual troubled debt
    restructurings) increased $76.1 million, or 33.4% to
    $303.9 million at December 31, 2009 from
    $227.8 million at March 31, 2009; and  
    Provision for loan losses decreased $82.5 million, or
    88.8%, to $10.5 million for the three months ended
    December 31, 2009 from $93.0 million for the three
    months ended December 31, 2008 and $50.4 million, or
    82.8%, from $60.9 million for the three months ended
    September 30, 2009.  Financial
    Condition
                 67




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##### Table of Contents



OTS Order
    to Cease and Desist
    Liquidity
    and Capital Resources
             68




---



##### Table of Contents



Quarterly
    Results for Quarter Ended September 30, 2009
              Impact of
    Restatement
    Credit
    Highlights
    
    Total non-performing assets increased $173.1 million, or
    61.7%, to $453.5 million at September 30, 2009 from
    $280.4 million at March 31, 2009, and total
    non-performing loans increased $187.3 million, or 82.2% to
    $415.1 million at September 30, 2009 from
    $227.8 million at March 31, 2009; and
    Provision for loan losses was $60.9 million for the three
    months ended September 30, 2009, an increase of
    $13.9 million or 29.7% as compared to the same period in
    the previous year.  Financial
    Condition
   69




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##### Table of Contents



OTS Order
    to Cease and Desist
    Liquidity
    and Capital Resources
   70




---



##### Table of Contents



Quarterly
    Results for Quarter Ended June 30, 2009
             71




---



##### Table of Contents



Impact of
    Restatement
    Credit
    Highlights
    
    Total non-performing assets (loans past due more than ninety
    days, non-performing real estate held for development and sale,
    foreclosed properties and repossessed assets) decreased
    $8.3 million, or 4.19%, to $190.4 million at
    June 30, 2009 from $198.7 million at March 31,
    2009, and total non-performing loans decreased
    $5.9 million, or 4.0% to $140.2 million at
    June 30, 2009 from $146.2 million at March 31,
    2009; and
    Provision for loan losses was $70.4 million for the three
    months ended June 30, 2009, or an increase of
    $61.0 million or 648.9% compared to the same period in the
    previous year.  Financial
    Condition
             72




---



##### Table of Contents



OTS Order
    to Cease and Desist
             73




---



##### Table of Contents



Form 10-K.
  Liquidity
    and Capital Resources
          Net
    Interest Income Information
  Average Interest-Earning Assets, Average Interest-Bearing
    Liabilities and Interest Rate Spread and
    Margin.
 74




---



##### Table of Contents



Average
    Balance Sheets
  Year Ended March 31,2011


2010 (As Restated)


2009Average








Average








AverageAverage





Yield/


Average





Yield/


Average





Yield/Balance


Interest


Cost


Balance


Interest


Cost


Balance


Interest


Cost(Dollars in thousands)Interest-earning AssetsMortgage loans

$
2,165,122


$
112,390



5.19
%

$
2,685,764


$
146,190



5.44
%

$
3,092,823


$
181,249



5.86
%Consumer loans


625,449



31,805



5.09



764,352



38,611



5.05



766,902



45,566



5.94Commercial business loans


102,034



6,497



6.37



173,151



10,793



6.23



249,502



14,298



5.73Total loans receivable(1)(2)


2,892,605



150,692



5.21



3,623,267



195,594



5.40



4,109,227



241,113



5.87Investment securities(3)


465,863



15,237



3.27



474,808



20,443



4.31



382,068



18,615



4.87Interest-bearing deposits


211,997



520



0.25



426,377



1,045



0.25



76,787



534



0.70Federal Home Loan Bank stock


54,829



14



0.03



54,829







0.00



54,829







0.00Total interest-earning assets


3,625,294



166,463



4.59



4,579,281



217,082



4.74



4,622,911



260,262



5.63Non-interest-earning assets


217,911











248,172











337,798Total assets

$
3,843,205










$
4,827,453










$
4,960,709Interest-bearing LiabilitiesDemand deposits

$
906,418



3,102



0.34


$
939,315



5,179



0.55


$
1,023,961



9,377



0.92Regular passbook savings


241,446



509



0.21



244,558



694



0.28



228,978



883



0.39Certificates of deposit


1,936,892



45,054



2.33



2,601,292



81,467



3.13



2,217,594



84,597



3.81Total deposits and accrued interest


3,084,756



48,665



1.58



3,785,165



87,340



2.31



3,470,533



94,857



2.73Other borrowed funds


693,859



32,718



4.72



898,305



44,783



4.99



1,142,764



40,615



3.55Total interest-bearing liabilities


3,778,615



81,383



2.15



4,683,470



132,123



2.82



4,613,297



135,472



2.94Non-interest-bearing liabilities


39,539











23,275











42,572Total liabilities


3,818,154











4,706,745











4,655,869Stockholders equity


25,051











120,708











304,840Total liabilities and stockholders equity

$
3,843,205










$
4,827,453










$
4,960,709Net interest income/interest rate spread(4)





$
85,080



2.44
%





$
84,959



1.92
%





$
124,790



2.69
%Net interest-earning assets

$
(153,321
)









$
(104,189
)









$
9,614Net interest margin(5)










2.35
%










1.86
%










2.70
%Ratio of average interest-earning assets to average
    interest-bearing liabilities


0.96











0.98











1.00     (1)
    
    For the purpose of these computations, non-accrual loans are
    included in the daily average loan amounts outstanding.(2)
    
    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.(3)
    
    Average balances of securities
    available-for-sale
    are based on amortized cost.(4)
    
    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.(5)
    
    Net interest margin represents net interest income as a
    percentage of average interest-earning assets. 75




---



##### Table of Contents



Rate/Volume
    Analysis
    Increase (Decrease) for the Year Ended March 31,2011 Compared To 2010


2010 Compared To 2009Rate


Volume


Net


Rate


Volume


Net(In thousands)Interest-earning AssetsMortgage loans

$
(6,521
)

$
(27,279
)

$
(33,800
)

$
(12,306
)

$
(22,753
)

$
(35,059
)Consumer loans


255



(7,061
)


(6,806
)


(6,804
)


(151
)


(6,955
)Commercial business loans


227



(4,523
)


(4,296
)


1,168



(4,673
)


(3,505
)Total loans receivable(1)(2)


(6,125
)


(38,779
)


(44,902
)


(17,947
)


(27,572
)


(45,519
)Investment securities(3)


(4,828
)


(378
)


(5,206
)


(2,335
)


4,163



1,828Interest-bearing deposits


1



(526
)


(525
)


(542
)


1,053



511Federal Home Loan Bank stock


14







14











Total net change in income on interest-earning assets


(10,937
)


(39,682
)


(50,619
)


(21,362
)


(21,818
)


(43,180
)Interest-bearing LiabilitiesDemand deposits


(1,902
)


(175
)


(2,077
)


(3,476
)


(722
)


(4,198
)Regular passbook savings


(176
)


(9
)


(185
)


(246
)


57



(189
)Certificates of deposit


(18,271
)


(18,142
)


(36,413
)


(16,480
)


13,350



(3,130
)Total deposits


(20,349
)


(18,326
)


(38,675
)


(20,458
)


12,941



(7,517
)Other borrowed funds


(2,319
)


(9,746
)


(12,065
)


14,070



(9,902
)


4,168Total net change in expense oninterest-bearing liabilities


(22,668
)


(28,072
)


(50,740
)


(6,388
)


3,039



(3,349
)Net change in net interest income

$
11,731


$
(11,610
)

$
121


$
(16,172
)

$
(23,659
)

$
(39,831
)     (1)
    
    For the purpose of these computations, non-accrual loans are
    included in the daily average loan amounts outstanding.(2)
    
    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.(3)
    
    Average balances of securities
    available-for-sale
    are based on amortized cost.  Financial
    Condition
  General.
 76




---



##### Table of Contents



Investment Securities. available-for-sale held-to-maturity) other-than-temporary
  and/or other-than-temporary
  Loans Receivable.
      Accrued Interest and Other Assets.
  Deposits and Accrued Interest.
  Borrowings.
  Other Liabilities.
 77




---



##### Table of Contents



Stockholders Equity
    (Deficit). available-for-sale
  RISK
    MANAGEMENT
    Risk
    Management Philosophy
    Risk
    Management Principles
    
    Taking risks consistent with the Banks strategy and within
    its capability to manage,
    Practicing disciplined capital and liquidity management,
    Ensuring that risks and earnings volatility are appropriately
    understood and measured,
    Avoiding excessive concentrations, and
    Supporting external stakeholder confidence.    CREDIT
    RISK MANAGEMENT
   78




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##### Table of Contents



Non-Performing
    Loans
    March 31, 2011


March 31, 2010Percent of








Percent ofNon-Performing


Percent of Total





Non-Performing


Percent of TotalNon-Performing


Loans


Loans


Non-Performing


Loans


Loans(Dollars in thousands)Residential

$
63,746



20.8
%


2.38
%

$
49,581



12.4
%


1.44
%Commercial and Industrial


18,241



6.0



0.68



23,482



5.9



0.68Land and Construction


67,472



22.0



2.51



101,363



25.3



2.94Multi-Family


39,412



12.9



1.47



65,728



16.4



1.91Retail/Office


54,256



17.7



2.02



80,021



20.0



2.32Other Commercial Real Estate


31,488



10.3



1.17



43,742



10.9



1.27Education


24,360



8.0



0.91



30,864



7.7



0.90Other Consumer


7,299



2.4



0.27



5,155



1.3



0.15Total Non-Performing Loans

$
306,274



100.0
%


11.42
%

$
399,936



100.0
%


11.62
%     Non-Performing





Transferred to











Non-Performing


RemainingLoan Balance





Accrual


Transferred








Loan Balance


Balance of


ALLLLoan Category

April 1, 2010


Additions


Status


to OREO


Paid Down


Charged Off


March 31, 2011


Loans


AllocatedResidential

$
49,581


$
79,076


$
(28,442
)

$
(10,577
)

$
(11,670
)

$
(14,222
)

$
63,746


$
584,768


$
20,488Commercial and Industrial


23,482



23,958



(13,088
)


(1,157
)


(8,694
)


(6,259
)


18,241



81,448



19,540Land and Construction


101,363



45,370



(26,774
)


(22,108
)


(16,841
)


(13,539
)


67,472



183,571



22,251Multi-Family


65,728



44,446



(30,702
)


(15,216
)


(9,212
)


(15,633
)


39,412



384,175



22,357Retail/Office


80,021



52,318



(26,399
)


(18,693
)


(11,521
)


(21,471
)


54,256



365,184



41,374Other Commercial Real Estate


43,742



32,866



(11,994
)


(11,668
)


(14,658
)


(6,799
)


31,488



245,200



20,464Education


30,864















(6,504
)






24,360



252,375



414Other Consumer


5,154



9,118



(3,731
)


(162
)


(1,548
)


(1,532
)


7,299



279,851



3,235Total

$
399,936


$
287,153


$
(141,130
)

$
(79,581
)

$
(80,648
)

$
(79,456
)

$
306,274


$
2,376,572


$
150,122      79




---



##### Table of Contents



Non-Performing
    Assets
    At March 31,


At March 31,2011


2010(Dollars in thousands)Total non-accrual loans

$
289,012


$
355,358Troubled debt restructurings  non-accrual(2)


17,262



44,578Other real estate owned (OREO)


90,707



55,436Total non-performing assets

$
396,981


$
455,373Total non-performing loans to total loans(1)


11.42
%


11.62
%Total non-performing assets to total assets


11.69



10.28Allowance for loan losses to total loans(1)


5.60



5.22Allowance for loan losses to total non-performing loans


49.02



44.92Allowance for loan and foreclosure losses to totalnon-performing assets


42.85



43.10     (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.     80




---



##### Table of Contents



Past Due90 Daysand Still


Total Non-


Other Real


Total Non-Accruing


Performing


Estate Owned


PerformingNon-accrual


Interest


Loans


(OREO)


AssetsBalance at April 1, 2010

$
399,936


$



$
399,936


$
55,436


$
455,372Additions


287,153







287,153



9,534



296,687Transfers:


















Nonaccrual to OREO


(79,581
)






(79,581
)


79,581



Returned to accrual status


(141,130
)






(141,130
)






(141,130
)Sales














(42,359
)


(42,359
)Charge-offs/Loss


(79,456
)






(79,456
)


(11,485
)


(90,941
)Payments


(80,648
)






(80,648
)






(80,648
)Balance at March 31, 2011

$
306,274


$



$
306,274


$
90,707


$
396,981   Loan
    Delinquencies Less than 90 Days
    March 31,2011


2010


2009


2008


2007% of





% of





% of





% of





% ofTotal





Total





Total





Total





TotalDays Past Due

Balance


Loans


Balance


Loans


Balance


Loans


Balance


Loans


Balance


Loans30 to 59 days

$
46,244



1.72
%

$
53,105



1.54
%

$
64,862



1.58
%

$
66,617



1.52
%

$
12,776



0.31
%60 to 89 days


30,479



1.14



53,864



1.56



29,858



0.73



12,928



0.29



5,414



0.1390 days and over


238,256



8.88



217,393



6.31



146,151



3.56



101,241



2.31



47,041



1.16Total

$
314,979



11.74
%

$
324,362



9.42
%

$
240,871



5.86
%

$
180,786



4.12
%

$
65,231



1.60
%    81




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##### Table of Contents



Impaired
    Loans
    Unpaid





Average


InterestCarrying


Principal


Associated


Carrying


IncomeAmount


Balance


Allowance


Amount


RecognizedWith no specific allowance recorded:Residential

$
32,673


$
32,673


$
N/A


$
41,103


$
543Commercial and Industrial


5,351



5,351



N/A



9,360



223Land and Construction


42,290



42,290



N/A



48,887



484Multi-Family


27,331



27,331



N/A



35,474



275Retail/Office


25,791



25,791



N/A



31,675



457Other Commercial Real Estate


29,940



29,940



N/A



34,223



879Education










N/A







Other Consumer


229



229



N/A



722



63Subtotal


163,605



163,605







201,444



2,924With an allowance recorded:Residential


30,301



35,385



5,084



35,308



850Commercial and Industrial


6,315



15,838



9,523



17,056



601Land and Construction


24,195



34,155



9,960



35,102



737Multi-Family


19,230



23,895



4,665



25,092



938Retail/Office


38,643



55,333



16,690



56,450



2,249Other Commercial Real Estate


28,226



35,983



7,757



36,548



1,344Education


24,332



24,360



28



27,878



Other Consumer


6,651



7,137



486



7,264



175Subtotal


177,893



232,086



54,193



240,698



6,894TotalResidential


62,974



68,058



5,084



76,411



1,393Commercial and Industrial


11,666



21,189



9,523



26,416



824Land and Construction


66,485



76,445



9,960



83,989



1,221Multi-Family


46,561



51,226



4,665



60,566



1,213Retail/Office


64,434



81,124



16,690



88,125



2,706Other Commercial Real Estate


58,166



65,923



7,757



70,771



2,223Education


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    82




---



##### Table of Contents



At March 31,2011


2010


2009(In thousands)Impaired loans with specific reserve required

$
232,086


$
210,422


$
124,179Impaired loans without a specific reserve


163,605



269,405



103,635Total impaired loans


395,691



479,827



227,814Less:Specific valuation allowance


(54,193
)


(60,620
)


(30,799
)$
341,498


$
419,207


$
197,015Average impaired loans

$
442,142


$
364,585


$
194,923Interest income recognized on impaired loans on a cash basis

$
9,818


$
11,939


$
9,484Loans and troubled debt restructurings on non-accrual status

$
306,274


$
399,936


$
227,814Troubled debt restructurings  accrual

$
89,417


$
79,891


$
Troubled debt restructurings  non-accrual(1)

$
17,262


$
44,578


$
61,460Loans past due ninety days or more andstill accruing

$



$



$
     (1)
    
    Troubled debt restructurings  non-accrual are
    included in the total loans and troubled debt restructurings on
    non-accrual status above  Allowance
    for Loan Losses
       83




---



##### Table of Contents



Year Ended March 31,2011


2010


2009


2008


2007(Dollars in thousands)Allowance at beginning of year

$
179,644


$
137,165


$
38,285


$
20,517


$
15,570Purchase of S&C Bank














2,795



Charge-offs:Single-family residential


(17,563
)


(5,505
)


(11,226
)


(670
)


(192
)Multi-family residential


(14,497
)


(12,729
)


(10,093
)


(700
)


(256
)Commercial real estate


(21,986
)


(32,580
)


(33,315
)


(3,551
)


(704
)Construction and land


(12,554
)


(44,107
)


(24,978
)






(78
)Consumer


(3,302
)


(4,322
)


(2,310
)


(862
)


(416
)Commercial business


(18,984
)


(23,040
)


(27,002
)


(2,130
)


(5,571
)Total charge-offs


(88,886
)


(122,283
)


(108,924
)


(7,913
)


(7,217
)Recoveries:Single-family residential


1,522



580



118







3Multi-family residential


653







6



65



5Commercial real estate


2,331



632



941



28



35Construction and land


1,166



119



141







Consumer


299



46



73



48



62Commercial business


3,068



1,459



806



194



804Total recoveries


9,039



2,836



2,085



335



909Net charge-offs


(79,847
)


(119,447
)


(106,839
)


(7,578
)


(6,308
)Provision


50,325



161,926



205,719



22,551



11,255Allowance at end of year

$
150,122


$
179,644


$
137,165


$
38,285


$
20,517Net charge-offs to average loans held for sale and for investment


(2.76
)%


(3.30
)%


(2.60
)%


(0.18
)%


(0.17
)%      84




---



##### Table of Contents



Commercial


CommercialResidential


and Industrial


Real Estate


Consumer


TotalAllowance for Loan Losses:Beginning balance

$
20,658


$
29,783


$
126,553


$
2,650


$
179,644Provisions


13,346



(3,644
)


36,621



4,002



50,325Charge-offs


(15,005
)


(8,021
)


(62,558
)


(3,302
)


(88,886
)Recoveries


1,488



1,423



5,829



299



9,039Ending balance

$
20,487


$
19,541


$
106,445


$
3,649


$
150,122Allowance for Loan Losses:Ending allowance balance attributable to loans:Individually evaluated for impairment

$
5,084


$
9,523


$
39,072


$
514


$
54,193Collectively evaluated for impairment


15,403



10,018



67,373



3,135



95,929Total ending allowance balance

$
20,487


$
19,541


$
106,445


$
3,649


$
150,122Loans:Loans individually evaluated

$
68,058


$
21,189


$
274,718


$
31,726


$
395,691Loans collectively evaluated


580,456



78,500



1,096,039



532,160



2,287,155Total ending gross loans balance

$
648,514


$
99,689


$
1,370,757


$
563,886


$
2,682,846  85




---



##### Table of Contents



As of March 31,% of





% of





% of





% of





% ofLoan





Loan





Loan





Loan





LoanType to





Type to





Type to





Type to





Type toTotal





Total





Total





Total





Total2011


Loans


2010


Loans


2009


Loans


2008


Loans


2007


Loans(Dollars in thousands)Allowance allocation:Single-family residential

$
20,487



24.31
%

$
20,960



22.27
%

$
11,154



20.52
%

$
5,175



20.35
%

$
1,515



20.76
%Multi-family residential


22,358



18.62



26,471



17.89



19,202



16.12



2,736



15.82



1,563



16.11Commercial real estate


61,837



24.07



75,379



24.53



50,218



24.84



13,493



24.79



9,214



25.10Construction and land


22,251



8.39



23,908



9.89



30,526



13.00



7,522



16.15



1,447



16.61Consumer


3,649



21.00



2,650



20.64



3,703



19.71



1,468



16.57



1,429



15.64Commercial business


19,540



3.61



30,276



4.78



22,362



5.81



7,891



6.32



5,349



5.78Total allowance for loan losses

$
150,122



100.00
%

$
179,644



100.00
%

$
137,165



100.00
%

$
38,285



100.00
%

$
20,517



100.00
%Allowance category as a percent of total allowance:Single-family residential


13.65
%






11.67
%






8.13
%






13.52
%






7.38
%Multi-family residential


14.89







14.74







14.00







7.15







7.62Commercial real estate


41.19







41.96







36.61







35.24







44.91Construction and land


14.82







13.31







22.25







19.65







7.05Consumer


2.43







1.48







2.70







3.83







6.96Commercial business


13.02







16.86







16.31







20.61







26.08Total allowance for loan losses


100.00
%






100.00
%






100.00
%






100.00
%






100.00
%    86




---



##### Table of Contents



Foreclosed
    Properties and Reposessed Assets
    CarryingDescription

Location

Value(In thousands)Vacant land

Northern Illinois

$
6,375Vacant land

Southeast Wisconsin


6,281Condo units with additional land

Central Wisconsin


6,126Multi family

South Central Wisconsin


4,803Condominium and retail complex

Southeast Wisconsin


4,113Retail/office building

Central Wisconsin


2,992Commercial building and Vacant Land

Southern Wisconsin


2,950Resort

Southern Wisconsin


2,468Condo units

Northwest Wisconsin


2,280Commercial building and Vacant Land

Southeast Wisconsin


2,193Single family and vacant land

South Central Wisconsin


1,950Community Based Residential Facility

Northeast Wisconsin


1,743Vacant land

Southeast Wisconsin


1,530Commercial building

Central Wisconsin


1,233Multi family

South Central Wisconsin


1,190Multi family

South Central Wisconsin


1,190Other properties individually less than $1 million




41,292$
90,707       LIQUIDITY
    RISK MANAGEMENT
     87




---



##### Table of Contents



Liquidity
    and Capital Resources
             88




---



##### Table of Contents



agreed-upon
           89




---



##### Table of Contents



Minimum RequiredMinimum Required


to be WellFor Capital


Capitalized UnderActual


Adequacy Purposes


OTS RequirementsAmount


Ratio


Amount


Ratio


Amount


Ratio(Dollars in thousands)At March 31, 2011Tier 1 capital(to adjusted tangible assets)

$
145,807



4.26
%

$
102,669



3.00
%

$
171,115



5.00
%Risk-based capital(to risk-based assets)


174,453



8.04



173,616



8.00



217,020



10.00Tangible capital(to tangible assets)


145,807



4.26



51,335



1.50



N/A



N/AAt March 31, 2010:Tier 1 capital(to adjusted tangible assets)

$
164,932



3.73
%

$
132,696



3.00
%

$
221,159



5.00
%Risk-based capital(to risk-based assets)


201,062



7.32



219,751



8.00



274,689



10.00Tangible capital(to tangible assets)


164,932



3.73



66,348



1.50



N/A



N/A     March 31,


March 31,2011


2010(In thousands)Stockholders equity of the Bank

$
126,916


$
165,043Less: Intangible assets






(4,092
)Disallowed servicing assets


(1,061
)


(1,418
)Accumulated other comprehensive loss


19,952



5,399Tier 1 and tangible capital


145,807



164,932Plus: Allowable general valuation allowances


28,646



36,130Risk-based capital

$
174,453


$
201,062   and/or
 90




---



##### Table of Contents



Credit
    Agreement
          
    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.      Contractual
    Obligations and Commitments
   91




---



##### Table of Contents



Payment Due by PeriodLess than








More thanContractual Obligations

Total


1 Year


1-3 Years


4-5 Years


5 Years(Dollars in thousands)FHLB advances

$
478,479


$
120,979


$
171,500


$



$
186,000Short term line of credit


116,300



116,300











FDIC guaranteed senior note


60,000



60,000











Total other borrowed funds


654,779



297,279



171,500







186,000Certificates of deposit


1,577,067



1,223,029



335,711



18,327



Other deposits


1,126,592



1,126,592











Operating lease obligations


17,336



1,794



3,119



2,689



9,734Total contractual obligations

$
3,375,774


$
2,648,694


$
510,330


$
21,016


$
195,734       OTS
    Orders to Cease and Desist
         92




---



##### Table of Contents



Market
    Risk Management Overview
    Compliance
    Risk Management
    Strategic
    and/or Reputation Risk Management
  and/or and/or
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Asset and Liability Management. other-than-trading
   93




---



##### Table of Contents



200 Basis Point


100 Basis PointRate Increase


Rate IncreaseMarch 31, 2011


8.83
%


5.01
%March 31, 2010


13.49
%


7.07
%      94




---



##### Table of Contents



Interest Rate Sensitivity for the Periods EndedFair Value03/31/12


03/31/13


03/31/14


03/31/15


03/31/16


Thereafter


Total(4)


03/31/11(Dollars In thousands)Rate sensitive assets:Mortgage loans  Fixed(1)(2)

$
841,558


$
194,003


$
66,854


$
23,081


$
16,082


$
47,798



1,062,554


$
1,029,306Average interest rate


6.07
%


6.11
%


6.15
%


6.19
%


6.21
%


6.19
%


6.14
%Mortgage loans  Variable(1)(2)


853,766



82,417



11,506



1,897



581



703



849,479



819,582Average interest rate


5.15
%


5.94
%


5.86
%


5.75
%


5.74
%


5.67
%


5.19
%Consumer loans(1)


170,670



81,544



57,543



45,049



38,521



171,755



504,828



482,005Average interest rate


5.88
%


6.41
%


6.07
%


5.82
%


5.70
%


5.43
%


5.74
%Commercial business loans(1)


87,522



12,586



11,041



1,065



1,974



1,672



103,506



99,225Average interest rate


5.78
%


5.80
%


5.63
%


5.31
%


4.89
%


4.84
%


5.72
%Investment securities(3)


128,969



60,756



46,200



35,907



30,199



348,533



650,564



650,564Average interest rate


1.43
%


3.55
%


3.20
%


2.63
%


1.77
%


1.07
%


1.68
%Total rate sensitive loans(4)


1,953,516



370,550



146,944



71,092



57,158



221,928



2,520,367



2,430,117Total rate sensitive assets


2,082,485



431,306



193,144



106,999



87,357



570,461



3,170,931



3,080,681Rate sensitive liabilities:Interest-bearing transaction accounts(5)


193,431



179,646



151,946



122,956



98,115



376,282



1,122,376



1,056,699Average interest rate


0.23
%


0.24
%


0.24
%


0.24
%


0.24
%


0.24
%


0.23
%Time deposits(5)


1,224,868



302,637



31,234



9,698



8,630



0



1,577,067



1,590,985Average interest rate


1.68
%


1.93
%


3.68
%


2.80
%


2.11
%


0.00
%


1.78
%Borrowings


297,279



160,000



11,500



0



0



186,000



654,779



676,914Average interest rate


3.66
%


3.08
%


1.93
%


0.00
%


0.00
%


3.21
%


3.36
%Total rate sensitive liabilities


1,715,578



642,283



194,680



132,654



106,745



562,282



3,354,222



3,324,598Interest sensitivity gap

$
366,907


$
(210,977
)

$
(1,536
)

$
(25,655
)

$
(19,388
)

$
8,179


$
(183,291
)Cumulative interest sensitivity gap

$
366,907


$
155,930


$
154,394


$
128,739


$
109,351


$
117,530Cumulative interest sensitivity gap asa percent of total assets


10.81
%


4.59
%


4.55
%


3.79
%


3.22
%


3.46
%     (1)
    
    Loan Balances for the periods are shown before adjustments for
    non-interest bearing items totaling $300.8 million.(2)
    
    Includes $7.5 million of loans held for sale spread
    throughout the periods.(3)
    
    Includes $523.3 million of securities available for sale,
    $72.4 million of interest bearing deposits,
    $54.8 million of FHLB Stock and $27 thousand of securities
    held to maturity spread throughout the periods.(4)
    
    Loan Total and Fair Value amounts are shown net of respective
    amounts of $300.8 million and $425.2 million which
    represents non-interest bearing items.(5)
    
    Does not include $6.0 million of net escrow accounts
    because they are non-rate sensitive. Also excludes accrued
    interest payable of $3.5 million less intercompany items of
    $(1.8) million. Projected decay rates for demand deposits
    and passbook savings are selected by management from various
    sources including the OTS.     95




---



##### Table of Contents



96




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS OF ANCHOR BANCORP WISCONSIN
    INC.
  PageConsolidated Financial StatementsConsolidated Balance Sheets


98Consolidated Statements of Operations


99Consolidated Statements of Changes in
    Stockholders Equity (Deficit)


100Consolidated Statements of Cash Flows


102Notes to Consolidated Financial Statements


103Report of Independent Registered Public
    Accounting Firm


154  97




---



##### Table of Contents



Anchor
    Bancorp Wisconsin Inc. and Subsidiaries
  Consolidated Balance Sheets
  March 31,March 31,


20102011


(As Restated)(In thousands,except share data)ASSETSCash and due from banks

$
34,596


$
42,411Interest-bearing deposits


72,419



469,751Cash and cash equivalents


107,015



512,162Investment securities available for sale


523,289



416,203Investment securities held to maturity (fair value of $28 and
    $40, respectively)


27



39Loans:Held for sale


7,538



19,484Held for investment, less allowance for loan losses of $150,122
    at March 31, 2011 and $179,644 at March 31, 2010


2,520,367



3,229,580Foreclosed properties and repossessed assets, net


90,707



55,436Real estate held for development and sale


717



1,304Office properties and equipment


29,127



43,558Federal Home Loan Bank stock  at cost


54,829



54,829Accrued interest and other assets


61,209



83,670Total assets

$
3,394,825


$
4,416,265LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYDepositsNon-interest bearing

$
240,671


$
285,374Interest bearing deposits and accrued interest


2,466,489



3,267,388Total deposits and accrued interest


2,707,160



3,552,762Other borrowed funds


654,779



789,729Other liabilities


46,057



31,560Total liabilities


3,407,996



4,374,051Commitments and contingent liabilities (Note 16)Preferred stock, $.10 par value, 5,000,000 shares
    authorized, 110,000 shares issued and outstanding;
    dividends in arrears of $12,507 in 2011 and $6,573 in 2010


89,008



81,596Common stock, $.10 par value, 100,000,000 shares
    authorized, 25,363,339 shares issued, 21,677,594 and
    21,685,925 shares outstanding, respectively


2,536



2,536Additional paid-in capital


111,513



114,662Retained deficit


(103,362
)


(54,677
)Accumulated other comprehensive income (loss) related to AFS
    securities


(16,397
)


507Accumulated other comprehensive loss related to OTTI non credit
    issues


(3,555
)


(5,906
)Total accumulated other comprehensive loss


(19,952
)


(5,399
)Treasury stock (3,685,745 and 3,677,414 shares,
    respectively), at cost


(90,534
)


(90,975
)Deferred compensation obligation


(2,380
)


(5,529
)Total Anchor BanCorp stockholders (deficit) equity


(13,171
)


42,214Total liabilities and stockholders (deficit) equity

$
3,394,825


$
4,416,265    98




---



##### Table of Contents



Anchor
    Bancorp Wisconsin Inc. and Subsidiaries
  Consolidated Statements of
    Operations
  Year Ended March 31,2011


2010


2009(As Restated)(In thousands, except per share data)Interest income:Loans

$
150,692


$
195,594


$
241,113Investment securities and Federal Home Loan Bank stock


15,251



20,443



18,615Interest-bearing deposits


520



1,045



534Total interest income


166,463



217,082



260,262Interest expense:Deposits


48,665



87,340



94,857Other borrowed funds


32,718



44,783



40,615Total interest expense


81,383



132,123



135,472Net interest income


85,080



84,959



124,790Provision for credit losses


51,198



161,926



205,719Net interest income (loss) after provision for credit losses


33,882



(76,967
)


(80,929
)Non-interest income:Total other than temporary losses


(8
)


(2,337
)


(7,152
)Portion of loss recognized in other comprehensive income






2,100



6,347Reclassification from accumulated other comprehensive income


(432
)


(847
)


Net impairment losses recognized in earnings


(440
)


(1,084
)


(805
)Loan servicing income, net of amortization


1,592



2,570



2,957Credit enhancement income on mortgage loans sold


648



1,259



1,784Service charges on deposits


12,317



15,433



15,487Investment and insurance commissions


3,448



3,451



3,933Net gain on sale of loans


17,764



18,584



10,681Net gain (loss) on sale of investment securities


8,661



11,095



(3,298
)Net gain on sale of branches


7,350







Other revenue from real estate partnership operations


92



1,684



10,324Other


4,431



3,761



4,884Total non-interest income


55,863



56,753



45,947Non-interest expense:Compensation


42,002



53,042



56,472Real estate investment partnership cost of sales










1,736Occupancy


8,541



10,256



10,370Federal deposit insurance premiums


11,402



18,630



3,907Furniture and equipment


6,559



7,950



8,431Data processing


6,540



7,178



7,327Marketing


1,479



2,282



3,026Other expenses from real estate partnership operations


662



4,959



9,506Real estate partnership impairment










17,631Foreclosed properties and repossessed assets  net
    expense


27,525



25,450



13,515Foreclosure cost advance impairment






4,677



Mortgage servicing rights impairment (recovery)


(97
)


(1,905
)


2,407Goodwill impairment










72,181Legal services


7,978



5,137



2,225Other professional fees


3,868



3,821



638Other


14,300



16,723



16,559Total non-interest expense


130,759



158,200



225,931Loss before income taxes


(41,014
)


(178,414
)


(260,913
)Income tax expense (benefit)


164



(1,500
)


(30,098
)Net Loss


(41,178
)


(176,914
)


(230,815
)Income attributable to non-controlling interest in real estate
    partnerships










148Preferred stock dividends in arrears


(5,934
)


(5,648
)


(925
)Preferred stock discount accretion


(7,412
)


(7,411
)


(1,247
)Net loss available to common equity of Anchor BanCorp

$
(54,524
)

$
(189,973
)

$
(232,839
)Loss per common share:Basic

$
(2.57
)

$
(8.97
)

$
(11.05
)Diluted


(2.57
)


(8.97
)


(11.05
)Dividends declared per common share










0.29    99




---



##### Table of Contents



Anchor
    Bancorp Wisconsin Inc. and Subsidiaries
  Consolidated Statements of Changes in
    Stockholders Equity (Deficit)
  AccumulatedOtherNon-








Additional


Retained





Deferred


ComprehensiveControlling


Preferred


Common


Paid-in


Earnings


Treasury


Compensation


IncomeInterest


Stock


Stock


Capital


(Deficit)


Stock


Obligation


(Loss)


TotalBalance at April 1, 2008 as previously reported

$
6,081


$



$
2,536


$
72,300


$
374,593


$
(100,930
)

$
(5,247
)

$
1,864


$
351,197Prior period adjustment (See Note 1)














5,247



















5,247Balance at April 1, 2008 as restated

$
6,081


$



$
2,536


$
77,547


$
374,593


$
(100,930
)

$
(5,247
)

$
1,864


$
356,444Comprehensive income (loss):Net loss


















(230,667
)














(230,667
)Non-credit portion of other-than-temporary impairments:Held-to-maturity
    securities, net of tax


































Available-for-sale
    securities, net of tax of ($0.5) million






























(5,856
)


(5,856
)Change in net unrealized gains (losses) on
    available-for-sale
    securities net of tax of ($0.2) million






























(2,345
)


(2,345
)Comprehensive loss

































$
(238,868
)Change in non-controlling interest


(5,670
)






























(5,670
)Issuance of preferred stock






72,938



























72,938Issuance of stock warrant














37,062



















37,062Exercise of stock options


















(1,102
)


2,587











1,485Issuance of treasury stock


















(2,673
)


3,599











926Change in deferred compensation obligation














233











(233
)






Accretion of preferred stock discount






1,247











(1,247
)














Cash dividend ($0.29 per share)


















(6,101
)














(6,101
)Tax benefit from stock related compensation














(35
)


















(35
)Balance at March 31, 2009, as restated (See Note 1)

$
411


$
74,185


$
2,536


$
114,807


$
132,803


$
(94,744
)

$
(5,480
)

$
(6,337
)

$
218,181  100




---



##### Table of Contents



Anchor
    Bancorp Wisconsin Inc. and Subsidiaries
  Consolidated
    Statements of Changes in Stockholders Equity
    (Deficit)  (Continued)
  AccumulatedOtherNon-








Additional


Retained





Deferred


ComprehensiveControlling


Preferred


Common


Paid-in


Earnings


Treasury


Compensation


IncomeInterest


Stock


Stock


Capital


(Deficit)


Stock


Obligation


(Loss)


TotalBalance at April 1, 2009, as restated (See Note 1)

$
411


$
74,185


$
2,536


$
114,807


$
132,803


$
(94,744
)

$
(5,480
)

$
(6,337
)

$
218,181Comprehensive income (loss):Net loss (As restated)


















(176,914
)














(176,914
)Non-credit portion of
    other-than-temporary
    impairments:
    Available-for-sale
    securities, net of tax of $0






























(2,100
)


(2,100
)Reclassification adjustment for net gains realized in income,
    net of tax of $0






























(11,095
)


(11,095
)Reclassification adjustment for credit portion of
    other-than-temporary
    investments realized in income, net of tax of $0






























847



847Change in net unrealized gains (losses) on
    available-for-sale
    securities net of tax of $0






























13,286



13,286Comprehensive loss

































$
(175,976
)Change in non-controlling interest


(411
)






























(411
)Issuance of treasury stock














(194
)


(3,155
)


3,769











420Change in deferred compensation obligation














49











(49
)






Accretion of preferred stock discount






7,411











(7,411
)














Balance at March 31, 2010, as restated (See Note 1)

$



$
81,596


$
2,536


$
114,662


$
(54,677
)

$
(90,975
)

$
(5,529
)

$
(5,399
)

$
42,214Comprehensive 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



8Reclassification 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
    investments realized in income, net of tax of $0






























432



432Change 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











346Change 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
)    101




---



##### Table of Contents



Anchor
    Bancorp Wisconsin Inc. and Subsidiaries
  Consolidated Statements of Cash
    Flows
   Year Ended March 31,2011


2010


2009(As Restated)(In thousands)Operating ActivitiesNet loss

$
(41,178
)

$
(176,914
)

$
(230,667
)Adjustments to reconcile net loss to net cash provided (used) by
    operating activities:Provision for credit losses


51,198



161,926



205,719Provision for OREO losses


15,125



19,775



10,387Provision for depreciation and amortization


4,477



4,951



5,400Amortization and accretion of investment securities, net


2,814



2,980



(245
)Goodwill impairment










72,181Real estate held for development and sale impairment










17,631Mortgage servicing rights (recovery) impairment


(97
)


(1,905
)


2,407Foreclosure cost advance impairment






4,677



Decrease in non-controlling interest in real estate partnerships






(411
)


(5,670
)Cash paid due to origination of loans-held-for-sale


(804,538
)


(1,518,569
)


(1,809,627
)Cash received due to sale of loans-held-for-sale


834,248



1,133,344



888,036Net gain on sales of loans


(17,764
)


(18,584
)


(10,681
)Net (gain) loss on investments and mortgage-related securities


(8,661
)


(11,095
)


3,298Gain on sale of foreclosed properties


(3,640
)


(632
)


Gain on sale of branches


(7,350
)






Net loss on impairment of securities-available-for-sale


440



1,084



805Deferred income taxes






16,202



(12,442
)Stock-based compensation expense


310



503



611Decrease in accrued interest receivable


3,805



5,217



4,546Decrease (increase) in prepaid expense and other assets


26,103



15,350



(37,050
)Increase (decrease) in accrued interest payable on deposits and
    borrowings


8,198



(5,473
)


(7,076
)Increase (decrease) in other liabilities


872



(20,233
)


5,667Net cash provided (used) by operating activities


64,362



(387,807
)


(896,770
)Investing ActivitiesProceeds from sales of securities


385,924



468,020



22,170Proceeds from maturities of securities


69,526



50,936



79,981Purchase of securities


(631,640
)


(497,659
)


(302,902
)Principal collected on securities


59,971



104,343



60,122Net decrease in loans-held-for-investment


483,152



942,743



804,289Purchases of office properties and equipment


(1,394
)


(2,180
)


(5,327
)Proceeds from sales of office properties and equipment


1,260



468



79Capitalized improvments of OREO


(946
)






Proceeds from sale of foreclosed properties


42,359



39,073



21,660Sale of real estate held for development and sale


587



14,654



24,892Branch sale  Royal Credit Union net of cash and cash
    equivalents


(99,897
)






Branch sale  Nicolet net of cash and cash equivalents


(80,256
)






Net cash provided by investing activities


228,646



1,120,398



704,964Financing ActivitiesNet (decrease) increase in deposit accounts


(562,660
)


(364,783
)


390,310(Decrease) increase in advance payments by borrowers for taxes
    and insurance


(545
)


(809
)


599Proceeds from borrowed funds


2,275,515



56,357



597,299Repayment of borrowed funds


(2,410,465
)


(345,020
)


(725,668
)Proceeds from issuance of preferred stock and common stock
    warrant










110,000Exercise of stock options










1,485Tax adjustment from stock related compensation










(35
)Payments of cash dividends to stockholders










(6,101
)Net cash provided (used) by financing activities


(698,155
)


(654,255
)


367,889Net (decrease) increase in cash and cash equivalents


(405,147
)


78,336



176,083Cash and cash equivalents at beginning of year


512,162



433,826



257,743Cash and cash equivalents at end of year

$
107,015


$
512,162


$
433,826Supplementary cash flow information:Cash paid (received) or credited to accounts:Interest on deposits and borrowings

$
73,619


$
133,489


$
144,905Income taxes


(17,732
)


(29,376
)


9,155Non-cash investing and financing transactions:Transfer of loans to foreclosed properties


88,169



59,601



76,363Transfer of fixed asset to foreclosed properties






1,488



Securitization of mortgage loans held for sale to
    mortgage-backed securities






48,878



    102




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  Note 1 
    Summary
    of Significant Accounting Policies  Business.
  Basis of Financial Statement Presentation.
      Going Concern.
  Cash and Cash Equivalents.
  Investment Securities
    Held-to-Maturity
    and
    Available-For-Sale. held-to-maturity held-to-maturity available-for-sale. Available-for-sale
    held-to-maturity
  held-to-maturity available-for-sale other-than-temporary other-than-temporary other-than-temporary
 103




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary
  Loans Held for Sale.
  Loan Sale Commitments for Mortgages Held for
    Sale.
  Mortgage Servicing Rights. loan-by-loan
  Transfers of Financial Assets.
  Loans Held for Investment.
    Residential
    Loans
   104




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Commercial
    and Industrial Loans
    Commercial
    Real Estate Loans
    Consumer
    Loans
    Loan Fees and Discounts.
  Allowance for Loan Losses.
 105




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           106




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reserve for Unfunded Commitments.
  Foreclosed Properties and Repossessed
    Assets.
  Real Estate Held for Development and
    Sale.
        Goodwill and Other Intangibles.
  Office Properties and Equipment.
 107




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Federal Home Loan Bank Stock.
    Deferred Stock Issuance Cost.
    Income Taxes.
   108




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Earnings Per Share.
  Comprehensive Income (Loss).
  Deferred Compensation Obligation.
    Repurchase Plan.
  Stock-Based Compensation Plan.
    New
    Accounting Pronouncements.
  ASU
    No. 2010-06,
    Fair Value Measurements and Disclosures (Topic
    820)  Improving Disclosures About Fair Value
    Measurements. 2010-06
 109




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010-06 2010-06
  FASB ASC Topic 860, Transfers and
    Servicing.
  ASU
    No. 2010-11,
    Derivatives and Hedging (Topic 815)  Scope
    Exception Related to Embedded Credit
    Derivatives. 2010-11 2010-11
  ASU
    No. 2010-20,
    Receivables (Topic 310)  Disclosures about the
    Credit Quality of Financing Receivables and the Allowance for
    Credit Losses. 2010-20 ASU 2010-20 No. 2011-01 Receivables (Topic 310): Deferral of the Effective Date
    of Disclosures about Troubled Debt Restructurings in Update
    No. 2010-20
  ASU
    No. 2011-02,
    Receivables (Topic 310)  A Creditors
    Determination of Whether a Restructuring Is a Troubled Debt
    Restructuring. 2011-02 states ASU 2011-02
 110




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reclassifications.
  Restatement
    of Previously Issued Financial Statements
      As of March 31, 2010As

Preferred

DeferredPreviously

Dividend

CompensationConsolidated Balance Sheets

Reported

Adjustment

Adjustment

Restated(In thousands)Other borrowed funds

$
796,153


$
(6,424
)

$



$
789,729Other liabilities


37,237



(148
)


(5,529
)


31,560Total liabilities


4,386,152



(6,572
)


(5,529
)


4,374,051Retained earnings


(61,249
)


6,572







(54,677
)Additional paid in capital


109,133







5,529



114,662Total AnchorBancorp stockholders equity


30,113



6,572



5,529



42,214   111




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended March 31, 2010Preferred


DeferredAs


Dividend


CompensationConsolidated Statements of Operations

Reported


Adjustment


Adjustment


Restated(In thousands)Interest expense on other borrowed funds

$
44,931


$
(148
)

$



$
44,783Total interest expense


132,271



(148
)






132,123Net interest income


84,811



148







84,959Net interest income (loss) after provision for credit loss


(77,115
)


148







(76,967
)Loss before income taxes


(178,562
)


148







(178,414
)Net loss


(177,062
)


148







(176,914
)Preferred stock dividends in arrears


(5,500
)


(148
)






(5,648
)   For the Year Ended March 31, 2010Preferred


DeferredAs


Dividend


CompensationConsolidated Statements of Cash Flows

Reported


Adjustment


Adjustment


Restated(In thousands)Net loss

$
(177,062
)

$
148


$



$
(176,914
)Increase (decrease) in other liabilities


(20,085
)


(148
)






(20,233
)   As of March 31, 2009As

Preferred

DeferredPreviously

Dividend

CompensationConsolidated Balance Sheets

Reported

Adjustment

Adjustment

Restated(In thousands)Other borrowed funds

$
1,078,392


$
(925
)

$



$
1,077,467Other liabilities


58,115







(5,480
)


52,635Total liabilities


5,060,334



(925
)


(5,480
)


5,053,929Retained earnings


131,878



925







132,803Additional paid in capital


109,327







5,480



114,807Total AnchorBancorp stockholders equity


211,365



925



5,480



217,770     Note 2 
    Significant
    Risks and Uncertainties  Regulatory
    Agreements
     112




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Going
    Concern
     113




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Credit
    Risks
    Note 3 
    Restrictions
    on Cash and Due From Bank Accounts     114




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4 
    Investment
    Securities    Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


(Losses)


Fair Value(In thousands)At March 31, 2011:Available-for-sale:U.S. government sponsored and federal agency obligations

$
4,037


$
89


$



$
4,126Corporate stock and bonds


1,151



87



(19
)


1,219Agency CMOs and REMICs


342



16







358Non-agency CMOs


49,921



371



(3,655
)


46,637Residential agency mortgage-backed securities


6,131



282



(24
)


6,389GNMA securities


481,659



1,158



(18,257
)


464,560$
543,241


$
2,003


$
(21,955
)

$
523,289Held-to-maturity:Residential agency mortgage-backed securities

$
27


$
1


$



$
28At March 31, 2010:Available-for-sale:U.S. government sponsored and federal agency obligations

$
51,029


$
49


$
(47
)

$
51,031Corporate stock and bonds


1,176



72



(50
)


1,198Agency CMOs and REMICs


1,393



20







1,413Non-agency CMOs


91,140



550



(6,323
)


85,367Residential agency mortgage-backed securities


14,907



593



(60
)


15,440GNMA securities


261,957



1,226



(1,429
)


261,754$
421,602


$
2,510


$
(7,909
)

$
416,203Held-to-maturity:Residential agency mortgage-backed securities

$
39


$
1


$



$
40     At March 31, 2011Unrealized Loss Position


Unrealized Loss PositionLess than 12 Months


12 Months or More


TotalFair


Unrealized


Fair


Unrealized


Fair


UnrealizedDescription of Securities

Value


Loss


Value


Loss


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
)  115




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  At March 31, 2010Unrealized Loss Position


Unrealized Loss PositionLess than 12 Months


12 Months or More


TotalFair


Unrealized


Fair


Unrealized


Fair


UnrealizedDescription of Securities

Value


Loss


Value


Loss


Value


Loss(In thousands)US government sponsored and federal agency obligations

$
4,000


$
(47
)

$



$



$
4,000


$
(47
)Corporate stock and other


51



(13
)


50



(37
)


101



(50
)Non-agency CMOs


4,244



(37
)


43,029



(6,286
)


47,273



(6,323
)Residential mortgage-backed securities


1,336



(60
)










1,336



(60
)GNMA securities


138,996



(1,429
)










138,996



(1,429
)$
148,627


$
(1,586
)

$
43,079


$
(6,323
)

$
191,706


$
(7,909
)   other-than-temporary other-than-temporary
  other-than-temporary other-than-temporary other-than-temporary
  other-than-temporary other-than-temporary
  other-than-temporary other-than-temporary other-than-temporary
    loan-to-value
 116




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     other-than-temporarily other-than-temporary
  other-than-temporary
  other-than-temporary other-than-temporary
  Year Ended


Year EndedMarch 31, 2011


March 31, 2010Beginning balance of the amount of OTTI related to credit losses

$
1,889


$
805The credit portion of
    other-than-temporary-impairment
    not previously recognized






237Additional increases to the amount related to the credit loss
    for which OTTI was previously recognized


432



847Credit portion of OTTI previously recognized for securities sold
    during the period


(124
)


Ending balance of the amount of OTTI related to credit losses

$
2,197


$
1,889     Year Ended March 31,2011


2010


2009(In thousands)Proceeds from sales:

$
385,924


$
468,020


$
22,170Gross gains on sales


8,661



11,116



Gross losses on sales






21



3,298Net gain (loss) on sales

$
8,661


$
11,095


$
(3,298
)  117




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
    After 1 Year


After 5 Years


OverWithin 1 Year


through 5 Years


through 10 Years


Ten Years


Total(Dollars in thousands)Available-for-sale,
    at fair value:U.S. government sponsored and federal agency obligations

$



$
4,126


$



$



$
4,126Corporate stock and other














1,219



1,219Agency CMOs and REMICs














358



358Non-agency CMOs






26



9,527



37,084



46,637Residential mortgage-backed securities






496



873



5,020



6,389GNMA securities










639



463,921



464,560Total

$



$
4,648


$
11,039


$
507,602


$
523,289Held-to-maturity,
    at fair value:Residential mortgage-backed securities

$



$
5


$
23


$



$
28Total

$



$
5


$
23


$



$
28$



$
4,653


$
11,062


$
507,602


$
523,317Held-to-maturity,
    at cost:Residential mortgage-backed securities

$



$
4


$
23


$



$
27  118




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5 
    Loans
    Receivable    March 31,2011


2010Residential

$
648,514


$
775,520Commercial and industrial


99,689



169,050Land and construction


251,043



333,503Multi-family


423,587



535,905Other commercial real estate


276,688



361,202Retail/office


419,439



551,512Other consumer


287,151



378,385Education


276,735



331,4752,682,846



3,436,552Contras to loans:Allowance for loan losses


(150,122
)


(179,644
)Undisbursed loan proceeds*


(8,761
)


(23,334
)Unearned loan fees


(3,476
)


(3,898
)Unearned interest


(115
)


(88
)Net discount on loans purchased


(5
)


(8
)(162,479
)


(206,972
)$
2,520,367


$
3,229,580     *
    
    Undisbursed loan proceeds are funds to be disbursed upon a draw
    request approved by the Bank.    Year Ended March 31,2011


2010


2009(In thousands)Allowance at beginning of year

$
179,644


$
137,165


$
38,285Provision


50,325



161,926



205,719Charge-offs


(88,886
)


(122,283
)


(108,924
)Recoveries


9,039



2,836



2,085Allowance at end of year

$
150,122


$
179,644


$
137,165  119




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Commercial


CommercialResidential


and Industrial


Real Estate


Consumer


TotalAllowance for Loan Losses:Beginning balance

$
20,658


$
29,783


$
126,553


$
2,650


$
179,644Provisions


13,346



(3,644
)


36,621



4,002



50,325Charge-offs


(15,005
)


(8,021
)


(62,558
)


(3,302
)


(88,886
)Recoveries


1,488



1,423



5,829



299



9,039Ending balance

$
20,487


$
19,541


$
106,445


$
3,649


$
150,122Allowance for Loan Losses:Ending allowance balance attributable to loans:Individually evaluated for impairment

$
5,084


$
9,523


$
39,072


$
514


$
54,193Collectively evaluated for impairment


15,403



10,018



67,373



3,135



95,929Total ending allowance balance

$
20,487


$
19,541


$
106,445


$
3,649


$
150,122Loans:Loans individually evaluated

$
68,058


$
21,189


$
274,718


$
31,726


$
395,691Loans collectively evaluated


580,456



78,500



1,096,039



532,160



2,287,155Total ending gross loans balance

$
648,514


$
99,689


$
1,370,757


$
563,886


$
2,682,846     For the Year Ended March 31,2011


2010


2009(In thousands)Provision for loan losses

$
50,325


$
161,926


$
205,719Provision for unfunded commitment losses


873







Provision for credit losses

$
51,198


$
161,926


$
205,719      120




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Average


InterestCarrying


Unpaid Principal


Associated


Carrying


IncomeAmount


Balance


Allowance


Amount


RecognizedWith no specific allowance recorded:Residential

$
32,673


$
32,673


$
N/A


$
41,103


$
543Commercial and Industrial


5,351



5,351



N/A



9,360



223Land and Construction


42,290



42,290



N/A



48,887



484Multi-Family


27,331



27,331



N/A



35,474



275Retail/Office


25,791



25,791



N/A



31,675



457Other Commercial Real Estate


29,940



29,940



N/A



34,223



879Education










N/A







Other Consumer


229



229



N/A



722



63Subtotal


163,605



163,605







201,444



2,924With an allowance recorded:Residential


30,301



35,385



5,084



35,308



850Commercial and Industrial


6,315



15,838



9,523



17,056



601Land and Construction


24,195



34,155



9,960



35,102



737Multi-Family


19,230



23,895



4,665



25,092



938Retail/Office


38,643



55,333



16,690



56,450



2,249Other Commercial Real Estate


28,226



35,983



7,757



36,548



1,344Education


24,332



24,360



28



27,878



Other Consumer


6,651



7,137



486



7,264



175Subtotal


177,893



232,086



54,193



240,698



6,894TotalResidential


62,974



68,058



5,084



76,411



1,393Commercial and Industrial


11,666



21,189



9,523



26,416



824Land and Construction


66,485



76,445



9,960



83,989



1,221Multi-Family


46,561



51,226



4,665



60,566



1,213Retail/Office


64,434



81,124



16,690



88,125



2,706Other Commercial Real Estate


58,166



65,923



7,757



70,771



2,223Education


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  121




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At March 31,2011


2010


2009(In thousands)Impaired loans with specific reserve required

$
232,086


$
210,422


$
124,179Impaired loans without a specific reserve


163,605



269,405



103,635Total impaired loans


395,691



479,827



227,814Less:Specific valuation allowance


(54,193
)


(60,620
)


(30,799
)$
341,498


$
419,207


$
197,015Average impaired loans

$
442,142


$
364,585


$
194,923Interest income recognized on impaired loans on a cash basis

$
9,818


$
11,939


$
9,484Loans and troubled debt restructurings on non-accrual status

$
306,274


$
399,936


$
227,814Troubled debt restructurings  accrual

$
89,417


$
79,891


$
Troubled debt restructurings  non-accrual(1)

$
17,262


$
44,578


$
61,460Loans 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       122




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    30-59 Days


60-89 Days


Greater than


Total PastPast Due


Past Due


90 Days


DueResidential

$
6,289


$
4,577


$
52,640


$
63,506Commercial and Industrial


8,156



142



9,646



17,944Land and Construction


5,139



7,572



49,027



61,738Multi-Family


62



4,291



33,500



37,853Retail/Office


10,285



4,484



40,468



55,237Other Commercial Real Estate


4,717



266



21,725



26,708Education


9,703



8,414



24,360



42,477Other Consumer


1,893



733



6,890



9,516$
46,244


$
30,479


$
238,256


$
314,979     Credit
    Quality Indicators:
    Pass. and/or
  Watch.
  Substandard.
  Non-Accrual.
 123




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pass


Watch


Substandard


Non-Accrual


TotalCommercial and Industrial:

$
39,361


$
21,256


$
20,831


$
18,241


$
99,689Commercial Real Estate:Land and Construction


72,988



37,793



72,790



67,472



251,043Multi-Family


285,874



49,572



48,729



39,412



423,587Retail/Office


211,321



61,089



92,773



54,256



419,439Other


114,595



68,127



62,478



31,488



276,688$
724,139


$
237,837


$
297,601


$
210,869


$
1,470,446     Pass


Non-Accrual


TotalResidential:

$
584,768


$
63,746


$
648,514ConsumerEducation


252,375



24,360



276,735Other Consumer


279,852



7,299



287,151$
1,116,995


$
95,405


$
1,212,400         Note 6 
    Foreclosed
    Properties and Repossessed Assets   124




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedMarch 31,2011


2010Balance at beginning of year

$
55,436


$
52,563Additions


88,169



61,090Capitalized improvements


946



Valuations/write-offs


(11,485
)


(18,129
)Sales


(42,359
)


(40,088
)Balance at end of year

$
90,707


$
55,436       Note 7 
    Other
    Intangibles      March 31,2011


2010(In thousands)Balance at beginning of period

$
4,092


$
4,725Amortization expense


(158
)


(633
)Write-off core deposit intangibles


(3,934
)


Balance at end of period

$



$
4,092   March 31,2011


2010(In thousands)Gross carrying amount

$
5,517


$
5,517Accumulated amortization


(1,583
)


(1,425
)Write-off core deposit intangibles


(3,934
)


Net book value

$



$
4,092   Note 8 
    Mortgage
    Servicing Rights   125




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (one-to-four
           126




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Residential


Other(In thousands)Mortgage servicing rights as of April 1, 2009

$
17,162


$
1,258Additions


12,013



1Amortization


(5,803
)


(252
)Mortgage servicing rights before valuation allowance at end of
    period


23,372



1,007Valuation allowance


(502
)


Net mortgage servicing rights as of March 31, 2010

$
22,870


$
1,007Fair value at the end of the period

$
23,329


$
1,624Key assumptions:Weighted average discount


10.63
%


20.83
%Weighted average prepayment speed assumption


10.34
%


24.13
%Mortgage servicing rights as of April 1, 2010

$
23,372


$
1,007Additions


7,916



26Amortization


(6,720
)


(235
)Mortgage servicing rights before valuation allowance at end of
    period


24,568



798Valuation allowance


(405
)


Net mortgage servicing rights as of March 31, 2011

$
24,163


$
798Fair value at the end of the period

$
25,315


$
1,239Key assumptions:Weighted average discount


10.48
%


21.42
%Weighted average prepayment speed assumption


8.13
%


5.71
%     Residential


OtherMortgage


MortgageServicing Rights


Servicing Rights


Total(In thousands)Year ended March 31, 2011 (actual)

$
6,720


$
235


$
6,955Estimate for the year ended March 31,2012

$
4,914


$
160


$
5,0742013


3,931



128



4,0592014


3,145



102



3,2472015


2,516



82



2,5982016


2,013



65



2,078Thereafter


8,049



261



8,310$
24,568


$
798


$
25,366    127




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9 
    Office
    Properties and Equipment    March 31,2011


2010(In thousands)Land and land improvements

$
7,128


$
9,333Office buildings


42,729



52,288Furniture and equipment


46,579



53,658Leasehold improvements


4,434



5,433100,870



120,712Less accumulated depreciation and amortization


71,743



77,154$
29,127


$
43,558       Amount of FutureYear

Minimum Payments(In thousands)2012

$
1,7942013


1,6252014


1,4942015


1,4322016


1,257Thereafter


9,734Total

$
17,336    128




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 10 
    Deposits    March 31,Weighted





Weighted2011


Average Rate


2010


Average RateNegotiable order of withdrawal (NOW) accounts:Non-interest-bearing

$
240,671



0.00
%

$
285,374



0.00
%Interest-bearingFixed rate


218,158



0.20
%


211,593



0.30
%Variable rate


28,951



0.25
%


29,488



0.38
%Total NOW accounts


487,780



0.10
%


526,455



0.14
%Variable rate insured money market accounts


395,092



0.43
%


412,599



0.74
%Passbook accounts


237,679



0.16
%


248,576



0.26
%Advance payments by borrowers for taxes and insurance


6,041



0.25
%


6,585



0.25
%Certificates of deposit:0.00% to 2.99%


1,360,145



1.47
%


1,468,306



2.04
%3.00% to 4.99%


214,270



3.70
%


876,679



3.72
%5.00% to 6.99%


2,652



5.13
%


4,579



5.11
%S&C purchase accounting adjustment










20Total certificates of deposit


1,577,067



1.78
%


2,349,584



2.67
%Total deposits


2,703,659



1.13
%


3,543,799



1.90
%Accrued interest on deposits


3,501







8,963Total deposits and accrued interest

$
2,707,160






$
3,552,762     Matures During Year Ended March 31,

Amount2012

$
1,223,0292013


304,4772014


31,2342015


9,6972016


8,630Thereafter


$
1,577,067      129




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 11 
    Other
    Borrowed Funds    Matures During


March 31, 2011


March 31, 2010 (As Restated)Year Ended





Weighted





WeightedMarch 31,


Amount


Average Rate


Amount


Average RateFHLB advances:


2011











181,450



3.692012



120,979



1.22



80,979



1.752013



160,000



3.00



160,000



3.002014



11,500



1.93



5,000



2.952018



100,000



3.36



100,000



3.362019



86,000



2.87



86,000



2.87Total FHLB Advances






478,479







613,429Other Borrowed Funds






176,300



8.85



176,300



8.85$
654,779



4.26
%

$
789,729



4.37
%       Credit
    Agreement
     130




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          
    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.    Temporary
    Liquidity Guarantee Program
    Note 12 
    Stockholders
    Equity    Preferred Equity:
 131




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10-year
  Common Stock Warrants:
       132




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Minimum RequiredMinimum Required

to be WellFor Capital

Capitalized UnderActual

Adequacy Purposes

OTS RequirementsAmount

Ratio

Amount

Ratio

Amount

Ratio(Dollars in thousands)At March 31, 2011Tier 1 capital (to adjusted tangible assets)

$
145,807



4.26
%

$
102,669



3.00
%

$
171,115



5.00
%Risk-based capital (to risk-based assets)


174,453



8.04



173,616



8.00



217,020



10.00Tangible capital (to tangible assets)


145,807



4.26



51,335



1.50



N/A



N/AAt March 31, 2010:Tier 1 capital (to adjusted tangible assets)

$
164,932



3.73
%

$
132,696



3.00
%

$
221,159



5.00
%Risk-based capital (to risk-based assets)


201,062



7.32



219,751



8.00



274,689



10.00Tangible capital (to tangible assets)


164,932



3.73



66,348



1.50



N/A



N/A     March 31,


March 31,2011


2010(In thousands)Stockholders equity of the Bank

$
126,916


$
165,043Less: Intangible assets






(4,092
)Disallowed servicing assets


(1,061
)


(1,418
)Accumulated other comprehensive loss


19,952



5,399Tier 1 and tangible capital


145,807



164,932Plus: Allowable general valuation allowances


28,646



36,130Risk-based capital

$
174,453


$
201,062     Shareholders
    Rights Plan
   133




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 13 
    Employee
    Benefit Plans        Year Ended March 31,2011


2010


2009Balance at beginning of year


1,334,140



1,195,831



1,270,438Additional shares purchased






191,110



Shares distributed for terminations


(1,328,430
)


(52,801
)


(53,628
)Sale of shares for cash distributions


(5,710
)






(20,979
)Balance at end of year






1,334,140



1,195,831Allocated shares included above






1,334,140



1,195,831Unallocated shares










      134




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2011


2010


2009Balance at beginning of year


429,869



429,869



418,185Additional shares purchased










11,684Shares vested










Balance at end of year


429,869



429,869



429,869Allocated shares included above










Unallocated shares


429,869



429,869



429,869     Stock
    Options:
    Year Ended March 31,2011


2010


2009Weighted





Weighted





WeightedAverage





Average





AverageOptions


Price


Options


Price


Options


PriceOutstanding at beginning of year


474,670


$
21.61



515,670


$
21.60



752,397


$
20.43Granted






















Exercised


















(96,870
)


15.34Forfeited


(65,820
)


17.08



(41,000
)


20.75



(139,857
)


19.66Outstanding at end of year


408,850


$
22.34



474,670


$
21.61



515,670


$
21.60Options exercisable and vested at year-end


408,850


$
22.34



474,670


$
21.61



515,670


$
21.60Intrinsic value of options exercised

$







$







$
51    135




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding

Exercisable OptionsWeighted-AverageRemaining

Weighted-



Weighted-Contractual

Average



AverageRange of Exercise Prices

Shares

Life (Years)

Exercise Price

Shares

Exercise Price$15.20  $22.07


194,460



0.71


$
18.53



194,460


$
18.53$23.77  $23.77


146,300



2.19



23.77



146,300



23.77$28.50  $31.95


68,090



3.97



30.17



68,090



30.17408,850



1.79


$
22.34



408,850


$
22.34   Restricted
    Stock Grants:
      Year Ended March 31,2011


2010


2009Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateOptions


Fair Value


Options


Fair Value


Options


Fair ValueBalance at beginning of year


52,450


$
22.98



76,000


$
22.62



78,800


$
26.32Restricted stock granted


















22,500



7.32Restricted stock vested


(15,650
)


22.24



(21,550
)


23.16



(12,900
)


29.14Restricted stock forfeited


(6,800
)


23.51



(2,000
)


7.32



(12,400
)


11.58Balance at end of year


30,000


$
23.24



52,450


$
22.98



76,000


$
22.62     Deferred
    Compensation Plans
     136




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 14 
    Income
    Taxes      Year Ended March 31,2011


2010


2009Current:Federal

$
150


$
(18,360
)

$
(23,064
)State


14



(519
)


97164



(18,879
)


(22,967
)Deferred:Federal






17,360



(8,558
)State






19



1,427



17,379



(7,131
)Total Income Tax Expense (Benefit)

$
164


$
(1,500
)

$
(30,098
)       Year Ended March 31,2011


2010


2009% of





% of





% ofPretax





Pretax





PretaxAmount


Income


Amount


Income


Amount


Income(As restated)Income (loss) before income taxes

$
(41,014
)


100.0
%

$
(178,414
)


100.0
%

$
(260,765
)


100.0
%Income tax expense (benefit) at federal statutory rate of 35%

$
(14,355
)


35.0
%

$
(62,445
)


35.0
%

$
(91,267
)


35.0
%State income taxes, net of federal income tax benefits


(2,126
)


5.1



(8,630
)


4.8



(8,966
)


3.4Tax benefit from dividend to ESOP


















(125
)


Increase (reduction) in tax exposure reserve


150



(0.4
)


(1,500
)


0.8



(977
)


0.4Write-off of goodwill


















24,348



Increase in valuation allowance


16,656



(40.6
)


71,273



(39.9
)


47,248



(18.1
)Other


(161
)


0.4



(198
)


0.1



(359
)


0.1Income tax provision

$
164



(0.4
)%

$
(1,500
)


0.8
%

$
(30,098
)


11.5
%  137




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      At March 31,2011


2010


2009Deferred tax assets:Allowances for loan losses

$
68,286


$
79,035


$
58,442Other loss reserves


2,723



2,182



4,822Federal NOL carryforwards


61,433



35,102



State NOL carryforwards


14,906



10,794



3,604Unrealized gains/(losses)


7,984



2,131



2,695Other


4,310



6,947



12,711Total deferred tax assets


159,642



136,191



82,274Valuation allowance


(143,505
)


(118,600
)


(50,919
)Adjusted deferred tax assets


16,137



17,591



31,355Deferred tax liabilities:FHLB stock dividends


(3,962
)


(3,976
)


(3,997
)Mortgage servicing rights


(9,884
)


(9,312
)


(6,094
)Purchase accounting






(2,933
)


(3,348
)Other


(2,291
)


(1,370
)


(1,639
)Total deferred tax liabilities


(16,137
)


(17,591
)


(15,078
)Net deferred tax assets

$



$



$
16,277     Accounting for Uncertainty in Income
    Taxes: 2008-2010
 138




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2007-2010
    Note 15 
    Guarantees    Amount


Amount


Amount


AmountGuaranteed


Outstanding


Guaranteed


OutstandingPartnership Entity

at 3/31/10


at 3/31/10


at 3/31/11


at 3/31/11Canterbury Inn Shakopee, LLC

$
4,750


$
4,357


$
4,750


$
4,292Total

$
4,750


$
4,357


$
4,750


$
4,292   Note 16 
    Commitments
    and Contingent Liabilities      March 31,

March 31,2011

2010Commitments to extend credit:Fixed rate

$
5,406


$
16,390Adjustable rate


853



4,406Unused lines of credit:Home equity


120,194



142,044Credit cards


34,435



37,360Commercial


17,413



42,968Letters of credit


19,432



25,393Credit enhancement under the FederalHome Loan Bank of Chicago MortgagePartnership Finance Program


21,602



21,602IDI borrowing guarantees-unfunded


458



393    139




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  case-by-case
  agreed-upon
  agreed-upon
    and/or
   140




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 17 
    Derivative
    Financial Instruments    Note 18 
    Fair
    Value of Financial Instruments      Cash and cash equivalents and accrued
    interest:
  Investment securities:
  Loans receivable:
  Federal Home Loan Bank stock:
  Deposits:
  Other Borrowed Funds:
  Off-balance-sheet instruments:
 141




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2011

2010 (As Restated)Carrying

Fair

Carrying

FairAmount

Value

Amount

ValueFinancial assets:Cash and cash equivalents

$
107,015


$
107,015


$
512,162


$
512,162Investment securities available for sale


523,289



523,289



416,203



416,203Investment securities held to maturity


27



28



39



40Loans held for sale


7,538



7,633



19,484



19,622Loans held for investment


2,520,367



2,430,117



3,229,580



3,278,903Mortgage servicing rights


24,961



26,554



23,877



24,953Federal Home Loan Bank stock


54,829



54,829



54,829



54,829Accrued interest receivable


16,353



16,353



20,159



20,159Financial liabilities:Deposits


2,703,659



2,653,725



3,543,799



3,513,254Other borrowed funds


654,779



676,914



789,729



776,902Accrued interest payable  borrowings


20,166



20,166



6,940



6,940Accrued interest payable  deposits


3,501



3,501



8,963



8,963       
    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 assumptions and projections in determining the fair
    value assigned to such assets. 142




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Fair
    Value on a Recurring Basis
    Fair Value Measurements UsingQuoted Pricesin Active


Significant Other


SignificantMarkets for


Observable


UnobservableMarch 31, 2011


Identical Assets


Inputs


InputsTotal


(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











46,637Residential 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:Financial services


136



136







Total assets at fair value

$
523,289


$
719


$
475,933


$
46,637   Fair Value Measurements UsingQuoted Pricesin Active


Significant Other


SignificantMarkets for


Observable


UnobservableMarch 31, 2010


Identical Assets


Inputs


InputsTotal


(Level 1)


(Level 2)


(Level 3)Available for sale debt securities:U.S. Government sponsored and federal agency obligations

$
51,031


$



$
51,031


$
Agency CMOs and REMICs


1,413











1,413Non-agency CMOs


85,367











85,367Residential agency mortgage-backed securities


15,440











15,440GNMA securities


261,754











261,754Corporate bonds


1,097



572



525



Available for sale equity securities:Financial services


101



101







Total assets at fair value

$
416,203


$
673


$
51,556


$
363,974   available-for-sale
   143




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year EndedMarch 31, 2010Year Ended March 31, 2011


InvestmentResidential Agency





SecuritiesAgency CMOs


Non-Agency


Mortgage-Backed


GNMA


Availableand REMICs


CMOs


Securities


Securities


for SaleBalance at beginning of period

$
1,413


$
85,367


$
15,440


$
261,754


$
407,301Total gains (losses) (realized/unrealized)Included in earnings






2,754



(5
)


(1,327
)


7,253Included in other comprehensive income


6



1,447



491



6,232



1,786Included in earnings as other than temporary impairment






(440
)










(1,084
)Purchases










17,058



92,879



437,141Securitization of mortgage loans














held for sale to mortgage-related securities


















48,878Principal repayments


(663
)


(19,918
)


(1,395
)


(7,168
)


(104,331
)Sales






(22,573
)










(432,970
)Transfers out of level 3


(756
)






(31,589
)


(352,370
)


Balance at end of period

$



$
46,637


$



$



$
363,974     Fair
    Value on a Nonrecurring Basis
   144




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31, 2011


Fair Value Measurements UsingQuoted Pricesin Active


Significant Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


InputsTotal


(Level 1)


(Level 2)


(Level 3)Impaired loans

$
177,893


$



$



$
177,893Loans held for sale


278











278Mortgage servicing rights


6,251











6,251Foreclosed properties and repossessed assets


90,707











90,707Total assets at fair value

$
275,129


$



$



$
275,129   March 31, 2010


Fair Value Measurements UsingQuoted Pricesin Active


Significant Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


InputsTotal


(Level 1)


(Level 2)


(Level 3)Impaired loans

$
149,802


$



$



$
149,802Loans held for sale


4,752







4,752



Mortgage servicing rights


7,000











7,000Foreclosed properties and repossessed assets


55,436











55,436Total assets at fair value

$
216,990


$



$
4,752


$
212,238       loan-by-loan
 145




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 19 
    Condensed
    Parent Only Financial Information    Condensed
    Balance Sheets
  March 31,20102011


(As Restated)(In thousands)ASSETSCash and cash equivalents

$
2,619


$
1,128Investment in subsidiaries


127,104



166,364Loans receivable from non-bank subsidiaries


4,225



4,600Other


633



1,175Total assets

$
134,581


$
173,267LIABILITIESLoans payable

$
116,300


$
116,300Other liabilities


31,452



14,753Total liabilities


147,752



131,053STOCKHOLDERS EQUITYTotal stockholders equity


(13,171
)


42,214Total liabilities and stockholders equity

$
134,581


$
173,267  146




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Statements of Income
  Year Ended March 31,2011


2010


2009(As restated)(In thousands)Interest income

$
10


$
166


$
1,208Interest expense


14,983



16,820



6,216Net interest expense


(14,973
)


(16,654
)


(5,008
)Equity in net loss from subsidiaries


(26,707
)


(158,709
)


(225,643
)Non-interest income






102



Loss from operations


(41,680
)


(175,261
)


(230,651
)Non-interest expense


935



2,191



3,437Loss before income taxes


(42,615
)


(177,452
)


(234,088
)Income tax benefit


(1,437
)


(538
)


(3,421
)Net loss


(41,178
)


(176,914
)


(230,667
)Preferred stock dividends in arrears


(5,934
)


(5,648
)


(925
)Preferred stock discount accretion


(7,412
)


(7,411
)


(1,247
)Net loss available to common equity of Anchor BanCorp

$
(54,524
)

$
(189,973
)

$
(232,839
)   Condensed
    Statements of Cash Flows
  Year Ended March 31,2011


2010


2009(As restated)(In thousands)Operating ActivitiesNet loss

$
(41,178
)

$
(176,914
)

$
(230,667
)Adjustments to reconcile net loss to net cash provided (used) by
    operating activities:Equity in net loss of subsidiaries


26,707



158,709



225,643Other


17,587



(4,546
)


(696
)Net cash provided (used) by operating activities


3,116



(22,751
)


(5,720
)Investing ActivitiesProceeds from maturities of investment securities










653Proceeds from sales of investment securities available for sale






119



Net decrease in loans receivable from non-bank subsidiaries


375



15,842



8,431Capital contribution to Bank subsidiary


(2,000
)






(110,000
)Capital contribution to non-Bank subsidiary






(5
)


Dividends from Bank subsidiary










6,195Net cash provided (used) by investing activities


(1,625
)


15,956



(94,721
)Financing ActivitiesIncrease (decrease) in loans payable










(3,090
)Issuance of preferred stock and common stock warrants










110,000Exercise of stock options










1,485Stock-based compensation expense






566



693Cash dividends paid










(6,101
)Net cash provided (used) by financing activities






566



102,987Increase (decrease) in cash and cash equivalents


1,491



(6,229
)


2,546Cash and cash equivalents at beginning of year


1,128



7,357



4,811Cash and cash equivalents at end of year

$
2,619


$
1,128


$
7,357  147




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 20 
    Segment
    Information    Community Banking: one-to-four
  Real Estate Investments:
      Year Ended March 31, 2011ConsolidatedReal Estate


Community


Intersegment


FinancialInvestments


Banking


Eliminations


Statements(In thousands)Interest income

$
83


$
166,380


$



$
166,463Interest expense






81,383







81,383Net interest income (loss)


83



84,997







85,080Provision for loan losses






51,198







51,198Net interest loss after provision for loan losses


83



33,799







33,882Other revenue from real estate operations


92











92Other income






55,776



(5
)


55,771Other expense from real estate partnership operations


(667
)






5



(662
)Other expense






(130,097
)






(130,097
)Income (loss) before income taxes


(492
)


(40,522
)






(41,014
)Income tax expense (benefit)


641



(477
)






164Net loss

$
(1,133
)

$
(40,045
)

$



$
(41,178
)Total assets at end of period

$
518


$
3,394,307


$



$
3,394,825   148




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended March 31, 2010 (As restated)ConsolidatedReal Estate


Community


Intersegment


FinancialInvestments


Banking


Eliminations


Statements(In thousands)Interest income

$
95


$
217,144


$
(157
)

$
217,082Interest expense


128



132,152



(157
)


132,123Net interest income (loss)


(33
)


84,992







84,959Provision for credit losses






161,926







161,926Net interest loss after provision for loan losses


(33
)


(76,934
)






(76,967
)Other revenue from real estate operations


1,684











1,684Other income






55,093



(24
)


55,069Other expense from real estate partnership operations


(4,983
)






24



(4,959
)Other expense






(153,241
)






(153,241
)Loss before income taxes


(3,332
)


(175,082
)






(178,414
)Income tax (benefit)


(488
)


(1,012
)






(1,500
)Net loss

$
(2,844
)

$
(174,070
)

$



$
(176,914
)Total assets at end of period

$
5,945


$
4,410,320


$



$
4,416,265   Year Ended March 31, 2009ConsolidatedReal Estate


Community


Intersegment


FinancialInvestments


Banking


Eliminations


Statements(In thousands)Interest income

$
102


$
261,373


$
(1,213
)

$
260,262Interest expense


1,116



135,569



(1,213
)


135,472Net interest income (loss)


(1,014
)


125,804







124,790Provision for credit losses






205,719







205,719Net interest loss after provision for loan losses


(1,014
)


(79,915
)






(80,929
)Real estate investment partnership revenue


2,130











2,130Other revenue from real estate operations


8,194











8,194Other income






35,297



(90
)


35,207Real estate investment partnership cost of sales


(1,736
)










(1,736
)Other expense from real estate partnership operations


(9,596
)






90



(9,506
)Real estate partnership impairment


(17,631
)










(17,631
)Non-controlling interest in income of real estate partnerships


148











148Other expense






(196,642
)






(196,642
)Loss before income taxes


(19,505
)


(241,260
)






(260,765
)Income tax benefit


(1,068
)


(29,030
)






(30,098
)Net loss

$
(18,437
)

$
(212,230
)

$



$
(230,667
)Total assets at end of period

$
25,070


$
5,247,040


$



$
5,272,110  149




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 21 
    Earnings
    per Share    Twelve Months Ended March 31,2011


2010


2009(In thousands)Numerator:Numerator for basic and diluted earnings per share 
    loss available to common stockholders

$
(54,524
)

$
(189,973
)

$
(232,839
)Denominator:Denominator for basic earnings per share 
    weighted-average shares


21,252



21,189



21,076Effect of dilutive securities:Employee stock options










Management Recognition Plans










Denominator for diluted earnings per share  adjusted
    weighted-average shares and assumed conversions


21,252



21,189



21,076Basic loss per common share

$
(2.57
)

$
(8.97
)

$
(11.05
)Diluted loss per common share

$
(2.57
)

$
(8.97
)

$
(11.05
)     Note 22 
    Branch
    Sales       150




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 23 
    Selected
    Quarterly Financial Information 
    (Unaudited)  Dec 31,


Sep 30,


Jun 30,


Mar 31,


Dec 31,


Sep 30,


Jun 30,Mar 31,


2010


2010


2010


2010


2009


2009


20092011


(As Restated)


(As Restated)


(As Restated)


(As Restated)


(As Restated)


(As Restated)


(As Restated)(In thousands, except per share data)AssetsCash and due from banks

$
34,596


$
74,913


$
44,326


$
71,244


$
42,411


$
80,475


$
45,638


$
63,850Interest-bearing deposits


72,419



59,605



104,242



163,138



469,751



251,813



324,384



580,452Cash and cash equivalents


107,015



134,518



148,568



234,382



512,162



332,288



370,022



644,302Investment securities available for sale, at fair value


523,289



529,801



561,086



485,175



416,203



465,421



474,010



544,607Investment securities held to maturity, at amortized cost


27



31



33



36



39



42



44



47Loans:Held for sale


7,538



37,196



28,744



24,362



19,484



35,640



28,904



115,340Held for investment, gross


2,670,489



2,819,429



2,995,403



3,207,047



3,409,224



3,547,740



3,677,128



3,781,163Less allowance for loan losses


(150,122
)


(157,438
)


(156,186
)


(166,649
)


(179,644
)


(164,494
)


(170,664
)


(139,455
)Held for investment, net


2,520,367



2,661,991



2,839,217



3,040,398



3,229,580



3,383,246



3,506,464



3,641,708Foreclosed properties and repossessed assets, net


90,707



69,241



60,222



49,413



55,436



40,420



38,431



50,148Real estate held for development and sale


717



1,213



1,251



1,251



1,304



2,013



2,042



16,205Office properties and equipment


29,127



30,251



31,124



32,479



43,558



46,136



47,396



48,008Federal Home Loan Bank stock  at cost


54,829



54,829



54,829



54,829



54,829



54,829



54,829



54,829Accrued interest and other assets


61,209



61,681



78,779



76,604



83,670



93,940



112,477



121,715Total assets

$
3,394,825


$
3,580,752


$
3,803,853


$
3,998,929


$
4,416,265


$
4,453,975


$
4,634,619


$
5,236,909Liabilities and Stockholders (Deficit) EquityDepositsNon-interest bearing

$
240,671


$
255,595


$
278,353


$
266,626


$
285,374


$
278,914


$
295,096


$
289,322Interest bearing deposits and accrued interest


2,466,489



2,588,730



2,749,382



2,958,756



3,267,388



3,319,271



3,444,901



3,698,584Total deposits and accrued interest


2,707,160



2,844,325



3,027,735



3,225,382



3,552,762



3,598,185



3,739,997



3,987,906Other borrowed funds


654,779



677,129



696,429



701,429



789,729



754,422



755,797



1,038,742Other liabilities


46,057



54,359



40,078



34,078



31,560



38,463



56,225



55,206Total liabilities


3,407,996



3,575,813



3,764,242



3,960,889



4,374,051



4,391,070



4,552,019



5,081,854Preferred stock, $.10 par value, 5,000,000 shares
    authorized,110,000 shares issued and outstanding


89,008



87,165



85,312



83,459



81,596



79,753



77,900



76,047Common stock, $.10 par value, 100,000,000 shares
    authorized,25,363,339 shares issued


2,536



2,536



2,536



2,536



2,536



2,536



2,536



2,536Additional paid-in capital


111,513



114,667



114,667



114,667



114,662



114,658



114,829



114,821Retained (deficit) earnings


(103,362
)


(83,135
)


(69,223
)


(68,709
)


(54,677
)


(26,318
)


(11,632
)


65,666Accumulated other comprehensive income (loss) related to AFS
    securities


(16,397
)


(16,463
)


6,507



7,740



507



(4,863
)


4,759



1,165Accumulated other comprehensive loss related to OTTI non credit
    issues


(3,555
)


(3,771
)


(3,820
)


(5,267
)


(5,906
)


(6,404
)


(6,125
)


(5,516
)Total accumulated other comprehensive (loss) income


(19,952
)


(20,234
)


2,687



2,473



(5,399
)


(11,267
)


(1,366
)


(4,351
)Treasury stock, at cost


(90,534
)


(90,526
)


(90,834
)


(90,852
)


(90,975
)


(90,932
)


(94,155
)


(94,496
)Deferred compensation obligation


(2,380
)


(5,534
)


(5,534
)


(5,534
)


(5,529
)


(5,525
)


(5,512
)


(5,494
)Total Anchor BanCorp stockholders (deficit) equity


(13,171
)


4,939



39,611



38,040



42,214



62,905



82,600



154,729Non-controlling interest in real estate partnerships






























326Total liabilities and stockholders (deficit) equity

$
3,394,825


$
3,580,752


$
3,803,853


$
3,998,929


$
4,416,265


$
4,453,975


$
4,634,619


$
5,236,909  151




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Dec 31,


Sep 30,


Jun 30,


Mar 31,


Dec 31,


Sep 30,


Jun 30,Mar 31,


2010


2010


2010


2010


2009


2009


20092011


(As Restated)


(As Restated)


(As Restated)


(As Restated)


(As Restated)


(As Restated)


(As Restated)(In thousands, except per share data)Interest income:Loans

$
33,231


$
36,631


$
40,149


$
40,681


$
43,708


$
48,545


$
49,551


$
53,790Investment securities and Federal HomeLoan Bank stock


3,943


$
4,442


$
3,421


$
3,445


$
4,122


$
4,801


$
5,473


$
6,047Securities and other


66



78



126



250



207



208



361



269Total interest income


37,240



41,151



43,696



44,376



48,037



53,554



55,385



60,106Interest expense:Deposits


8,617



10,993



13,240



15,815



18,889



21,278



23,040



24,133Other borrowed funds


7,163



7,844



8,038



9,673



10,456



9,899



13,380



11,048Total interest expense


15,780



18,837



21,278



25,488



29,345



31,177



36,420



35,181Net interest income


21,460



22,314



22,418



18,888



18,692



22,377



18,965



24,925Provision for credit losses


10,178



21,412



10,674



8,934



20,170



10,456



60,900



70,400Net interest income (loss) after provision for credit losses


11,282



902



11,744



9,954



(1,478
)


11,921



(41,935
)


(45,475
)Total other than temporary losses


(8
)














(427
)


(872
)


(874
)


(164
)Portion of loss recognized in other comprehensive income


















359



786



795



160Reclassification from accumulated other comprehensive income


(70
)


(163
)


(113
)


(86
)


(271
)


(260
)


(107
)


(209
)Net impairment losses recognized in earnings


(78
)


(163
)


(113
)


(86
)


(339
)


(346
)


(186
)


(213
)Loan servicing income (loss), net of amortization


516



(416
)


339



1,153



1,045



1,038



669



(182
)Credit enhancement income on mortgage loans sold


43



116



236



253



270



293



319



377Service charges on deposits


2,544



2,855



3,165



3,753



3,509



3,949



4,146



3,829Investment and insurance commissions


752



971



769



956



779



1,070



798



804Net gain on sale of loans


1,600



5,601



9,216



1,347



3,314



2,805



1,062



11,403Net gain on sale of investment securities


709



1,187



6,653



112



1,699



5,783



2,108



1,505Other revenue from real estate operations


(295
)






1



386



(709
)






1,482



911Net gain on sale of branches


2



100



2,318



4,930















Other non-interest income


997



1,435



1,136



863



938



1,104



533



1,186Total non-interest income


6,790



11,686



23,720



13,667



10,506



15,696



10,931



19,620Compensation


10,203



10,396



9,578



11,825



12,178



12,415



14,099



14,350Occupancy


2,236



1,921



2,017



2,367



2,769



2,427



2,647



2,413Federal deposit insurance premium


2,283



1,423



3,621



4,075



4,144



4,300



4,608



5,578Furniture and equipment


1,536



1,520



1,741



1,762



1,972



1,836



2,092



2,050Data processing


1,559



1,627



1,782



1,572



1,643



1,914



1,689



1,932Marketing


514



248



410



307



725



542



642



373Other expenses from real estatepartnership operations


115



32



13



502



1,089



211



2,208



1,451Foreclosed properties -net expense


11,778



3,307



6,784



5,656



4,970



7,710



8,838



3,932Foreclosure cost advance impairment


















969











3,708Mortgage servicing rights impairment (recovery)


52



(1,611
)


1,272



190



(140
)


(415
)


(6
)


(1,344
)Legal services


1,333



1,866



2,680



2,099



1,303



1,961



1,165



708Other professional fees


992



767



315



1,794



653



1,007



1,549



612Other non-interest expense


3,704



3,151



3,899



3,546



4,818



3,862



4,534



3,509Total non-interest expense


36,305



24,647



34,112



35,695



37,093



37,770



44,065



39,272Income (loss) before income taxes


(18,233
)


(12,059
)


1,352



(12,074
)


(28,065
)


(10,153
)


(75,069
)


(65,127
)Income tax expense (benefit)


150







14







(1,503
)


3







Net income (loss)


(18,383
)


(12,059
)


1,338



(12,074
)


(26,562
)


(10,156
)


(75,069
)


(65,127
)Income (loss) attributable to non-controllinginterest in real estate partnerships


























85



(85
)Preferred stock dividends in arrears


(1,503
)


(1,494
)


(1,352
)


(1,585
)


(1,436
)


(1,419
)


(1,401
)


(1,392
)Preferred stock discount accretion


(1,843
)


(1,853
)


(1,853
)


(1,863
)


(1,843
)


(1,853
)


(1,853
)


(1,862
)Net loss available to common equity of Anchor BanCorp

$
(21,729
)

$
(15,406
)

$
(1,867
)

$
(15,522
)

$
(29,841
)

$
(13,428
)

$
(78,408
)

$
(68,296
)Loss per common share:Basic

$
(1.02
)

$
(0.72
)

$
(0.09
)

$
(0.73
)

$
(1.40
)

$
(0.63
)

$
(3.71
)

$
(3.23
)Diluted


(1.02
)


(0.72
)


(0.09
)


(0.73
)


(1.40
)


(0.63
)


(3.71
)


(3.23
)  152




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Mar 31,


Dec 31,


Sep 30,


Jun 30,


Mar 31,


Dec 31,


Sep 30,


Jun 30,2011


2010


2010


2010


2010


2009


2009


2009(In thousands, except per share data)Other borrowed funds as previously stated

$
654,779


$
685,608


$
704,908


$
709,359


$
796,153


$
759,479


$
759,479


$
1,041,049Prior period adjustment (See Note 1)






(8,479
)


(8,479
)


(7,930
)


(6,424
)


(5,057
)


(3,682
)


(2,307
)Other borrowed funds as restated

$
654,779


$
677,129


$
696,429


$
701,429


$
789,729


$
754,422


$
755,797


$
1,038,742Other liabilities as previously stated

$
46,057


$
60,340


$
45,940


$
39,840


$
37,237


$
44,068


$
61,773


$
60,710Prior period adjustment (See Note 1)






(5,981
)


(5,862
)


(5,762
)


(5,677
)


(5,605
)


(5,548
)


(5,504
)Other liabilities as restated

$
46,057


$
54,359


$
40,078


$
34,078


$
31,560


$
38,463


$
56,225


$
55,206Additional paid-in capital as previously stated

$
111,513


$
109,133


$
109,133


$
109,133


$
109,133


$
109,133


$
109,317


$
109,327Prior period adjustment (See Note 1)






5,534



5,534



5,534



5,529



5,525



5,512



5,494Additional paid-in capital as restated

$
111,513


$
114,667


$
114,667


$
114,667


$
114,662


$
114,658


$
114,829


$
114,821Retained (deficit) earnings as previously stated

$
(103,362
)

$
(92,061
)

$
(78,030
)

$
(76,867
)

$
(61,249
)

$
(31,455
)

$
(15,350
)

$
63,349Prior period adjustment (See Note 1)






8,926



8,807



8,158



6,572



5,137



3,718



2,317Retained (deficit) earnings as restated

$
(103,362
)

$
(83,135
)

$
(69,223
)

$
(68,709
)

$
(54,677
)

$
(26,318
)

$
(11,632
)

$
65,666Interest expense on other borrowed funds as previously reported$
7,163


$
7,963


$
8,138


$
9,753


$
10,524


$
9,943


$
13,406


$
11,058Prior period adjustment (See Note 1)






(119
)


(100
)


(80
)


(68
)


(44
)


(26
)


(10
)Interest expense on other borrowed funds as restated

$
7,163


$
7,844


$
8,038


$
9,673


$
10,456


$
9,899


$
13,380


$
11,048Net income (loss) as previously reported

$
(18,383
)

$
(12,178
)

$
1,238


$
(12,154
)

$
(26,630
)

$
(10,200
)

$
(75,095
)

$
(65,137
)Prior period adjustment (See Note 1)






119



100



80



68



44



26



10Net income (loss) as restated

$
(18,383
)

$
(12,059
)

$
1,338


$
(12,074
)

$
(26,562
)

$
(10,156
)

$
(75,069
)

$
(65,127
)Net loss available to common shareholders as previously reported

$
(21,729
)

$
(14,031
)

$
(1,163
)

$
(15,522
)

$
(29,841
)

$
(13,428
)

$
(78,408
)

$
(68,296
)Prior period adjustment (See Note 1)






(1,375
)


(704
)


















Net loss available to common shareholders as restated

$
(21,729
)

$
(15,406
)

$
(1,867
)

$
(15,522
)

$
(29,841
)

$
(13,428
)

$
(78,408
)

$
(68,296
)Net loss per share as previously reported

$
(1.02
)

$
(0.66
)

$
(0.05
)

$
(0.73
)

$
(1.40
)

$
(0.63
)

$
(3.71
)

$
(3.23
)Prior period adjustment (See Note 1)






(0.06
)


(0.04
)


















Net loss per share as restated

$
(1.02
)

$
(0.72
)

$
(0.09
)

$
(0.73
)

$
(1.40
)

$
(0.63
)

$
(3.71
)

$
(3.23
)  153




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##### Table of Contents



McGladrey & Pullen, LLP
   Report of
    Independent Registered Public Accounting Firm
              McGladrey is the brand under which RSM McGladrey, Inc. and
    McGladrey & Pullen, LLP
    serve clients business needs. The two firms operate as
    separate legal entities in an alternative practice structure

Member of RSM International network, a network of
    independent accounting, tax and consulting firms.  154




---



##### Table of Contents



155




---



##### Table of Contents



McGladrey &
    Pullen, LLP Certified
    Public Accountants
  Report of
    Independent Registered Public Accounting Firm              McGladrey is the brand under which RSM McGladrey, Inc. and
    McGladrey & Pullen, LLP
    serve clients business needs. The two firms operate as
    separate legal entities in an alternative practice structure

Member of RSM International network, a network of
    independent accounting, tax and consulting firms.  156




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##### Table of Contents



157




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure Controls and Procedures.
  Restatement
  Forms 10-K, Forms 10-Q
            Remediation
  Form 10-K
 158




---



##### Table of Contents




    Making significant personnel changes including a restructuring
    of the financial reporting department.
    Adding key personnel with specific skills sets for accounting
    issues in: financial reporting; generally accepted accounting
    principle application; accounting for other real estate; FDIC
    insurance premiums; and foreclosure cost advances.
    Implementing procedures to improve the review and evaluation of
    the subsequent event activity.
    Establishing more detailed procedures for the accumulation,
    review, approval and recording of accounting adjustments in the
    appropriate accounting period.
    Adding historical trend analysis and comparisons with budget as
    additional analytical controls which would detect significant
    adjustments that could impact income and therefore stockholders
    equity.
    Establishing a formal process for department heads to review,
    evaluate, and represent to the CFO and CEO changes in accounting
    of internal controls for their departments as well as accounting
    issues past, present or emerging.
    Establishing a Chief Accounting Officer role with the
    responsibility to review, revise and monitor the performance of
    the controls over financial reporting.              Evaluation
    of Disclosure Controls and Procedures
      Management
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f).
 159




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##### Table of Contents




    Pertain to the maintenance of reports that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of assets of the Company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made in
    accordance with authorizations of management and directors of
    the Company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of
    Bank assets.      Internal
    Control over Financial Reporting
  Rules 13a-15(f)
    Changes
    in Internal Control over Financial Reporting
    Rule 13a-15(f)
 160




---



##### Table of Contents



Item 9B.
    Other
    Information      Form 8-K, Form 8-K Form 8-A,
 PART III Item 10.
    Directors
    , Executive Officers and Corporate Governance    www.anchorbank.com
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.   161




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##### Table of Contents



Equity
    Compensation Plan Information
  Number of SecuritiesNumber of Securities





Remaining Available forto be Issued Upon


Weighted-Average


Future Issuance Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in the First Column)Equity Compensation Plans Approved By Security Holders


408,850
(1)

$
22.34



1,326,269
(2)(3)Equity Compensation Plans Not Approved By Security Holders










Total


408,850


$
22.34



1,326,269     (1)
    
    Excludes purchase rights accruing under our 1999 Employee Stock
    Purchase Plan (ESPP), which has a
    stockholder-approved reserve of 300,000 shares of Common
    Stock. Under the ESPP, each eligible employee may purchase
    shares of Common Stock at semi-annual intervals each year at a
    purchase price determined by the Compensation Committee, which
    shall not be less than 95% of the fair market value of a share
    of Common Stock on the last business day of such annual offering
    period. In no event may the amount of Common Stock purchased by
    a participant in the ESPP in a calendar year exceed $25,000,
    measured as of the time an option under the ESPP is granted.(2)
    
    Includes shares available for future issuance under the ESPP. As
    of March 31, 2011, no shares of Common Stock were available
    for issuance under this plan.(3)
    
    Includes 429,869 shares of Common Stock which may be
    awarded under the Companys Amended and Restated Management
    Recognition Plan, which provides for the grant of restricted
    Common Stock to employees of the Company.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements
  Form 10-K:
         162




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##### Table of Contents



Financial Statement Schedules
    Exhibits
  Form 10-K
  Exhibit No. 3.

Certificate of Incorporation and Bylaws:3
.1

Articles of Incorporation of Anchor BanCorp Wisconsin Inc., as
    amended, including Articles of Amendment with respect to
    series A Preferred Stock (incorporated by reference to
    Exhibit 3.1 of Registrants
    Form 10-K
    for the year ended March 31, 2001 filed on June 11,
    2001, File
    No. 000-20006,
    Film No. 01657997) and Articles of Amendment with
    respect to Fixed Rate Cumulative Perpetual Preferred Stock,
    Series B dated January 30, 2009 (incorporated by
    reference to Exhibit 4.2 of Registrants Current
    Report on
    Form 8-K
    filed February 3, 2009, File
    No. 000-20006,
    Film No. 09565443).3
.2

Bylaws of Anchor BanCorp Wisconsin Inc. (incorporated by
    reference to Exhibit 3.2 of Registrants
    Form S-1
    Registration Statement filed on March 19, 1992) and
    Amendment to the Bylaws of Anchor BanCorp Wisconsin, Inc. dated
    June 2, 2009 (incorporated by reference to Exhibit 3.2
    of Registrants Annual Report on
    Form 10-K
    for the year ended March 31, 2009 filed on June 29,
    2009, File
    No. 000-20006,
    Film No. 09915927).   Exhibit No. 4.

Instruments Defining the Rights of Security Holders:4
.1

Form of Common Stock Certificate (incorporated by reference to
    Exhibit 4 of Registrants Form S-1 Registration
    Statement filed on March 19, 1992).4
.2

Warrant to Purchase Shares of Anchor BanCorp Wisconsin, Inc.
    Common Stock dated January 30, 2009 issued to the United
    States Department of the Treasury (incorporated by reference to
    Exhibit 4.1 of Registrants Current Report on Form 8-K
    filed February 3, 2009,
    File No. 000-20006,
    Film No. 09565443).4
.3

Rights Agreement dated as of November 5, 2010 between Anchor
    BanCorp Wisconsin, Inc. and American Stock Transfer & Trust
    Company, LLC (incorporated by reference to Exhibit 4.3 of
    Registrants Current Report on Form 8-K filed November 5,
    2010, File No. 101169696).   Exhibit No. 10.

Material Contracts:10
.1

Anchor BanCorp Wisconsin Inc. Retirement Plan (incorporated by
    reference to Exhibit 10.1 of Registrants Form S-1
    Registration Statement filed on March 19, 1992).10
.2

Anchor BanCorp Wisconsin Inc. Amended and Restated Management
    Recognition Plan (incorporated by reference to Annex B of
    Registrants proxy statement filed on June 11, 2001, File
    No. 000-20006, Film No. 01657999).10
.3

Employment Agreement between the Bank and Tom Dolan effective
    March 1, 2011 (filed herewith).10
.4

1995 Stock Option Plan for Non-Employee Directors (incorporated
    by reference to Registrants proxy statement filed on June
    16, 1995, File No. 000-20006).10
.5

1995 Stock Incentive Plan (incorporated by reference to
    Registrants proxy statement filed on June 16, 1995, File
    No. 000-20006).10
.6

Anchor BanCorp Wisconsin Inc. Directors Deferred
    Compensation Plan (incorporated by reference to Exhibit 10.9 of
    Registrants Form S-1 Registration Statement filed on March
    19, 1992). 163




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##### Table of Contents



Exhibit No. 10.

Material Contracts:10
.7

Anchor BanCorp Wisconsin Inc. Annual Incentive Bonus Plan
    (incorporated by reference to Exhibit 10.10 of Registrants
    Form S-1 Registration Statement filed on March 19, 1992).10
.8

AnchorBank, fsb Excess Benefit Plan (incorporated by reference
    to Exhibit 10.12 of Registrants Annual Report on Form 10-K
    for the year ended March 31, 1994 filed on June 29, 1994, File
    No. 000-2006).10
.9

2001 Stock Option Plan for Non-Employee Directors (incorporated
    by reference to Annex C of Registrants proxy statement
    filed on June 11, 2001, File No. 000-20006, Film No. 01657999).10
.10

2004 Equity Incentive Plan (incorporated by reference to
    Appendix B of Registrants proxy statement filed June 10,
    2004, File No. 000-20006, Film No. 04857422).10
.11

Employment Agreement between the Bank and Mark D. Timmerman
    effective March 1, 2011 (filed herewith).10
.12

Amended and Restated Credit Agreement, dated as of June 9, 2008,
    among Anchor Bancorp Wisconsin Inc., the financial institutions
    from time to time party to the agreement and U.S. Bank
    National Association, as administrative agent for the lenders
    (incorporated by reference to Exhibit 10.1 to Registrants
    Quarterly Report on Form 10-Q filed August 11, 2008, File No.
    000-20006, Film No. 081006528).10
.13

Pledge Agreement, dated as of June 9, 2008, among Anchor Bancorp
    Wisconsin Inc., the financial institutions from time to time
    party to the agreement and U.S. Bank National Association, as
    administrative agent for the lenders (incorporated by reference
    to Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q filed August 11, 2008, File No. 000-20006, Film No.
    081006528).10
.14

Amendment No. 1 to Amended and Restated Credit Agreement, dated
    as of September 30, 2008, among Anchor Bancorp Wisconsin, Inc.,
    the financial institutions from time to time party to the
    agreement and U.S. Bank National Association, as administrative
    agent for the lenders (incorporated by reference to Exhibit 10.1
    of Registrants Current Report on Form 8-K filed September
    30, 2008, File No. 000-20006, Film No. 081098069).10
.15

Amendment No. 2 to Amended and Restated Credit Agreement, dated
    as of December 22, 2008, among Anchor Bancorp Wisconsin, Inc.,
    the financial institutions from time to time party to the
    agreement and U.S. Bank National Association, as administrative
    agent for the lenders (incorporated by reference to Exhibit 10.1
    of Registrants Current Report on Form 8-K filed December
    31, 2008, File No. 000-20006, Film No. 081279327).10
.16

Letter Agreement including the Securities Purchase
    Agreement  Standard Terms, between Anchor BanCorp
    Wisconsin, Inc. and the United States Department of the
    Treasury, dated January 30, 2009 (incorporated by reference to
    Exhibit 10.1 of Registrants Current Report on Form 8-K
    filed February 3, 2009, File No. 000-20006, Film No. 09565443).10
.17

Amendment No. 3 to Amended and Restated Credit Agreement, dated
    as of March 2, 2009, among Anchor Bancorp Wisconsin, Inc., the
    financial institutions from time to time party to the agreement
    and U.S. Bank National Association, as administrative agent for
    the lenders (incorporated by reference to Exhibit 10.1 of
    Registrants Current Report on Form 8-K filed March 4,
    2009, File No. 000-20006, Film No. 09654044).10
.18

Amendment No. 4 to Amended and Restated Credit Agreement, dated
    as of May 29, 2009, among Anchor Bancorp Wisconsin, Inc., the
    financial institutions from time to time party to the agreement
    and U.S. Bank National Association, as administrative agent for
    the lenders (incorporated by reference to Exhibit 10.1 of
    Registrants Current Report on Form 8-K filed June 2, 2009,
    File No. 000-20006, Film No. 09867558).10
.19

Order to Cease and Desist between Anchor BanCorp Wisconsin, Inc.
    and the Office of Thrift Supervision dated June 26, 2009
    (incorporated by reference to Exhibit 10.28 of Registrants
    Annual Report on Form 10-K for the year ended March 31, 2009
    filed on June 29, 2009, File No. 000-20006, Film No. 09915927). 164




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##### Table of Contents



Exhibit No. 10.

Material Contracts:10
.20

Stipulation and Consent to Issuance of Order to Cease and Desist
    between Anchor BanCorp Wisconsin, Inc. and the Office of Thrift
    Supervision dated June 26, 2009 (incorporated by reference to
    Exhibit 10.29 of Registrants Annual Report on Form 10-K
    for the year ended March 31, 2009 filed on June 29, 2009, File
    No. 000-20006, Film No. 09915927).10
.21

Order to Cease and Desist between AnchorBank, fsb and the Office
    of Thrift Supervision dated June 26, 2009 (incorporated by
    reference to Exhibit 10.30 of Registrants Annual Report on
    Form 10-K for the year ended March 31, 2009 filed on June 29,
    2009, File No. 000-20006, Film No. 09915927).10
.22

Stipulation and Consent to Issuance of Order to Cease and Desist
    between AnchorBank, fsb and the Office of Thrift Supervision
    dated June 26, 2009 (incorporated by reference to Exhibit 10.31
    of Registrants Annual Report on Form 10-K for the year
    ended March 31, 2009 filed on June 29, 2009, File No.
    000-20006, Film No. 09915927).10
.23

Employment Agreement between the Bank and Martha M. Hayes
    effective August 1, 2010 (filed herewith).10
.24

Amendment No. 5 to Amended and Restated Credit Agreement, dated
    as of December 22, 2009, among Anchor Bancorp Wisconsin Inc.,
    the financial institutions from time to time party to the
    agreement and U.S. Bank National Association, as administrative
    agent for the lenders (incorporated by reference to Exhibit 10.1
    of Registrants Current Report on Form 8-K filed December
    23, 2009, File No. 000-20006, Film No. 091258727).10
.25

Amendment No. 6 to Amended and Restated Credit Agreement, dated
    as of April 29, 2010, among Anchor Bancorp Wisconsin Inc., the
    financial institutions from time to time party to the agreement
    and U.S. Bank National Association, as administrative agent for
    the lenders (incorporated by reference to Exhibit 10.1 of
    Registrants Current Report on Form 8-K filed May 6, 2010,
    File No. 000-20006, Film No. 10808918).10
.26

Amendment No. 7 to Amended and Restated Credit Agreement, dated
    as of May 25, 2011, among Anchor Bancorp Wisconsin Inc., the
    financial institutions from time to time party to the agreement
    and U.S. Bank National Association, as administrative agent for
    the lenders (incorporated by reference to Exhibit 10.1 of
    Registrants Current Report on Form 8-K filed June 1, 2011,
    File No. 001-34955, Film No. 11883616).10
.27

Prompt Corrective Action Directive between AnchorBank, fsb and
    the Office of Thrift Supervision (incorporated by reference to
    Exhibit 99.1 of Registrants Current Report on
    Form 8-K filed September 8, 2010, File No. 000-20006, Film
    No. 101061856).10
.28

Branch Sale Agreement between AnchorBank, fsb and Nicolet
    National Bank dated May 5, 2010 (incorporated by reference to
    Exhibit 10.35 of Registrants Annual Report on Form 10-K
    filed June 29, 2010, File No. 000-20006, Film No. 10924914).10
.29

Branch Sale Agreement between AnchorBank, fsb and Royal Credit
    Union dated November 13, 2009 (incorporated by reference to
    Exhibit 10.36 of Registrants Annual Report on Form 10-K
    filed June 29, 2010, File No. 000-20006, Film No. 10924914).   Exhibits 10.1-10.23
  Exhibit No. 11.

Computation of Earnings per Share:     Exhibit No. 21.

Subsidiaries of the Registrant:     Exhibit No. 23.1

Consent of McGladrey & Pullen, LLP:      165




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##### Table of Contents



Exhibit No. 31.1
  Rules 13a-14 15d-14
  Exhibit No. 31.2
  Rules 13a-14 15d-14
  Exhibit No. 32.1
    Exhibit No. 32.2
    Exhibit No. 99.1
    Exhibit No. 99.2
    Exhibits
  Form 10-K Regulation S-K
  Financial Statements excluded from Annual Report to
    Shareholders pursuant to
    Rule 14a-3(b)
   166




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##### Table of Contents



Signatures    ANCHOR BANCORP WISCONSIN INC.
  By:
    /s/  Chris
    Bauer         By:

/s/  Chris
    Bauer

By:

/s/  Thomas
    G. DolanChris Bauer
    President and Chief Executive Officer
    (principal executive officer)
    Date:  June 28, 2011



Thomas G. Dolan
    Executive Vice President, Treasurer and Chief
    Financial Officer (principal financial and accounting officer)Date:  June 28, 2011By:

/s/  Donald
    D. Kropidlowski

By:

/s/  Greg
    M. LarsonDonald D. Kropidlowski
    Director



Greg M. Larson
    DirectorDate:  June 28, 2011



Date:  June 28, 2011By:

/s/  Richard
    A. Bergstrom

By:

/s/  Pat
    RichterRichard A. Bergstrom
    Director



Pat Richter
    DirectorDate:  June 28, 2011



Date:  June 28, 2011By:

/s/  James
    D. Smessaert

By:

/s/  Holly
    Cremer BerkenstadtJames D. Smessaert
    Director



Holly Cremer Berkenstadt
    DirectorDate:  June 28, 2011



Date:  June 28, 2011By:

/s/  Donald
    D. Parker

By:

/s/  David
    L. OmachinskiDonald D. Parker
    Director



David L. Omachinski
    DirectorDate:  June 28, 2011



Date:  June 28, 2011  167