##### Table of Contents



FORM 10-Q
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-25196
 CAMCO FINANCIAL CORPORATION
  Delaware
    
    51-0110823(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 
   þ o
  Large accelerated
filer oAccelerated
filer þNon-accelerated
filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
    Page 1 of 32




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##### 



PagePART I 
    
    FINANCIAL INFORMATIONConsolidated Statements of Financial Condition
    
    
    3Consolidated Statements of Earnings
    
    
    4Consolidated Statements of Comprehensive Income (Loss)
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    8Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Quantitative and Qualitative Disclosures about Market Risk
    
    
    29Controls and Procedures
    
    
    29PART II 
    
    OTHER INFORMATION
    
    
    30SIGNATURES
    
    
    
    
    32EX-31(I)EX-31(II)EX-32(I)EX-32(II)
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##### Table of Contents



Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 June 30,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCash and due from banks
    
    $
    22,088
    
    
    $
    17,572Interest-bearing deposits in other financial institutions
    
    
    24,025
    
    
    
    5,432Cash and cash equivalents
    
    
    46,113
    
    
    
    23,004Securities available for sale, at fair value
    
    
    92,489
    
    
    
    88,919Securities held to maturity, at cost, approximate fair value of $2,799 and
$2,793 as of June 30, 2008 and December 31, 2007, respectively
    
    
    2,823
    
    
    
    2,769Loans held for sale  at lower of cost or fair value
    
    
    387
    
    
    
    3,169Loans receivable  net
    
    
    790,586
    
    
    
    812,102Office premises and equipment  net
    
    
    12,375
    
    
    
    12,856Real estate acquired through foreclosure
    
    
    5,602
    
    
    
    5,034Federal Home Loan Bank stock  at cost
    
    
    29,490
    
    
    
    28,722Accrued interest receivable
    
    
    5,207
    
    
    
    6,034Mortgage servicing rights  at lower of cost or fair value
    
    
    6,308
    
    
    
    6,356Prepaid expenses and other assets
    
    
    6,086
    
    
    
    5,231Cash surrender value of life insurance
    
    
    22,113
    
    
    
    21,707Goodwill
    
    
    6,683
    
    
    
    6,683Prepaid and refundable federal income taxes
    
    
    1,222
    
    
    
    675Total assets
    
    $
    1,027,484
    
    
    $
    1,023,261LIABILITIES AND STOCKHOLDERS EQUITYDeposits
    
    $
    731,059
    
    
    $
    692,184Advances from the Federal Home Loan Bank and other borrowings
    
    
    193,358
    
    
    
    220,981Advances by borrowers for taxes and insurance
    
    
    992
    
    
    
    3,627Accounts payable and accrued liabilities
    
    
    11,290
    
    
    
    11,331Dividends payable
    
    
    
    
    
    
    1,081Deferred federal income taxes  net
    
    
    4,900
    
    
    
    5,423Total liabilities
    
    
    941,599
    
    
    
    934,627Commitments
    
    
    
    
    
    
    Stockholders equity:Preferred stock  $1 par value; authorized 100,000 shares; no shares outstanding
    
    
    
    
    
    
    Common stock  $1 par value; authorized 14,900,000 shares; 8,834,509 shares
issued at June 30, 2008 and December 31, 2007
    
    
    8,835
    
    
    
    8,835Additional paid-in capital
    
    
    59,894
    
    
    
    59,842Retained earnings
    
    
    41,555
    
    
    
    44,083Accumulated other comprehensive (loss) net of related tax effects
    
    
    (285
    )
    
    
    (12
    )Treasury stock  1,678,913 shares at June 30, 2008 and December 31, 2007, at cost
    
    
    (24,114
    )
    
    
    (24,114
    )Total stockholders equity
    
    
    85,885
    
    
    
    88,634Total liabilities and stockholders equity
    
    $
    1,027,484
    
    
    $
    1,023,261
 3




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##### Table of Contents



Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF EARNINGS
  Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Interest incomeLoans
    
    $
    26,191
    
    
    $
    29,003
    
    
    $
    12,667
    
    
    $
    14,703Investment securities
    
    
    2,145
    
    
    
    2,335
    
    
    
    1,069
    
    
    
    1,134Other interest-earning accounts and dividends
    
    
    1,063
    
    
    
    1,192
    
    
    
    579
    
    
    
    587Total interest and dividend income
    
    
    29,399
    
    
    
    32,530
    
    
    
    14,315
    
    
    
    16,424Interest expenseDeposits
    
    
    12,121
    
    
    
    12,334
    
    
    
    5,720
    
    
    
    6,330Borrowings
    
    
    4,332
    
    
    
    5,553
    
    
    
    2,129
    
    
    
    2,755Total interest expense
    
    
    16,453
    
    
    
    17,887
    
    
    
    7,849
    
    
    
    9,085Net interest income
    
    
    12,946
    
    
    
    14,643
    
    
    
    6,466
    
    
    
    7,339Provision for losses on loans
    
    
    3,172
    
    
    
    315
    
    
    
    850
    
    
    
    120Net interest income after provision for losses on loans
    
    
    9,774
    
    
    
    14,328
    
    
    
    5,616
    
    
    
    7,219Other incomeRent and other
    
    
    679
    
    
    
    832
    
    
    
    327
    
    
    
    390Loan servicing fees
    
    
    652
    
    
    
    695
    
    
    
    321
    
    
    
    343Service charges and other fees on deposits
    
    
    1,179
    
    
    
    1,165
    
    
    
    598
    
    
    
    598Gain on sale of loans
    
    
    175
    
    
    
    157
    
    
    
    57
    
    
    
    71Mortgage servicing rights  Net
    
    
    (48
    )
    
    
    (180
    )
    
    
    261
    
    
    
    (127
    )Income on Cash Surrender Value Life
    
    
    492
    
    
    
    469
    
    
    
    249
    
    
    
    238Gain on sale of mortgage-backed securities and fixed assets
    
    
    3
    
    
    
    4
    
    
    
    0
    
    
    
    (5
    )Total other income
    
    
    3,132
    
    
    
    3,142
    
    
    
    1,813
    
    
    
    1,508General, administrative and other expenseEmployee compensation and benefits
    
    
    6,840
    
    
    
    6,504
    
    
    
    3,271
    
    
    
    3,115Occupancy and equipment
    
    
    1,719
    
    
    
    1,743
    
    
    
    826
    
    
    
    875Data processing
    
    
    527
    
    
    
    570
    
    
    
    299
    
    
    
    285Advertising
    
    
    490
    
    
    
    660
    
    
    
    294
    
    
    
    339Franchise taxes
    
    
    620
    
    
    
    555
    
    
    
    273
    
    
    
    286Postage, supplies and office expenses
    
    
    681
    
    
    
    703
    
    
    
    311
    
    
    
    366Travel, training and insurance
    
    
    453
    
    
    
    290
    
    
    
    204
    
    
    
    148Professional services
    
    
    957
    
    
    
    590
    
    
    
    549
    
    
    
    303Real estate owned and other expenses
    
    
    587
    
    
    
    564
    
    
    
    252
    
    
    
    456Loan and deposit expenses
    
    
    1,151
    
    
    
    1,137
    
    
    
    607
    
    
    
    597Total general, administrative and other expenses
    
    
    14,025
    
    
    
    13,316
    
    
    
    6,886
    
    
    
    6,770Earnings before federal income taxes
    
    
    (1,119
    )
    
    
    4,154
    
    
    
    543
    
    
    
    1,957Total federal income taxes
    
    
    (489
    )
    
    
    1,303
    
    
    
    170
    
    
    
    610NET EARNINGS
    
    $
    (630
    )
    
    $
    2,851
    
    
    $
    373
    
    
    $
    1,347EARNINGS PER SHAREBasic
    
    $
    (.09
    )
    
    $
    .36
    
    
    $
    .05
    
    
    $
    .18Diluted
    
    $
    (.09
    )
    
    $
    .38
    
    
    $
    .05
    
    
    $
    .18Dividends declared per share
    
    
    
    
    
    
    .30
    
    
    
    
    
    
    
    .15
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##### Table of Contents



Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net earnings (loss)
    
    $
    (630
    )
    
    $
    2,851
    
    
    $
    373
    
    
    $
    1,347Other comprehensive income, net of tax:Unrealized holding gains (losses) during the period,
net of taxes $(140), $28, $(490) and $(107)
for the respective periods
    
    
    (273
    )
    
    
    55
    
    
    
    (951
    )
    
    
    (208
    )Reclassification adjustment for realized gains included
in net in earnings, net of taxes of $1 and $0 for the
respective six
month periods and $0 and $0 for each of the three month
periods ended June 30, 2008 and 2007, respectively
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss)
    
    $
    (901
    )
    
    $
    2,906
    
    
    $
    (578
    )
    
    $
    1,139
 5




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##### Table of Contents



Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 2008
    
    
    2007Cash flows from operating activities:Net earnings (loss) for the period
    
    $
    (630
    )
    
    $
    2,851Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:Amortization of deferred loan origination fees
    
    
    148
    
    
    
    (140
    )Amortization of premiums and discounts on investment and
mortgage-backed securities  net
    
    
    68
    
    
    
    56Amortization of mortgage servicing rights  net
    
    
    340
    
    
    
    465Depreciation and amortization
    
    
    677
    
    
    
    650Provision for losses on loans
    
    
    3,172
    
    
    
    315Stock option expense
    
    
    52
    
    
    
    46Loss of sale of real estate acquired through foreclosure
    
    
    168
    
    
    
    328(Gain) loss on sale of investments and fixed assets
    
    
    (3
    )
    
    
    (4
    )Federal Home Loan Bank stock dividends
    
    
    (768
    )
    
    
    Gain on sale of loans
    
    
    (175
    )
    
    
    (157
    )Loans originated for sale in the secondary market
    
    
    (22,023
    )
    
    
    (20,790
    )Proceeds from sale of loans in the secondary market
    
    
    24,980
    
    
    
    21,477Net increase in cash surrender value of life insurance
    
    
    (406
    )
    
    
    (389
    )Increase (decrease) in cash due to changes in:Accrued interest receivable
    
    
    827
    
    
    
    329Prepaid expenses and other assets
    
    
    (855
    )
    
    
    (60
    )Accrued interest and other liabilities
    
    
    (825
    )
    
    
    (765
    )Federal income taxes:Current
    
    
    (547
    )
    
    
    494Deferred
    
    
    (383
    )
    
    
    334Net cash provided by operating activities
    
    
    3,817
    
    
    
    5,028Cash flows provided by (used in) investing activities:Principal repayments, maturities on securities
    
    
    35,043
    
    
    
    20,705Purchase of investment securities designated as available for sale
    
    
    (43,200
    )
    
    
    (11,998
    )Purchase of investment securities designated as held to maturity
    
    
    (200
    )
    
    
    Loan principal repayments
    
    
    129,321
    
    
    
    142,333Loan disbursements
    
    
    (114,682
    )
    
    
    (152,555
    )Proceeds from sale of securities designated as available for sale
    
    
    4,254
    
    
    
    Proceeds from sale of office premises and equipment
    
    
    2
    
    
    
    53Purchase of loans
    
    
    
    
    
    
    (2,164
    )Additions to office premises and equipment
    
    
    (196
    )
    
    
    (616
    )Proceeds from sale of real estate acquired through foreclosure
    
    
    2,480
    
    
    
    786Net cash provided by (used in) investing activities
    
    
    12,822
    
    
    
    (3,456
    )Net cash provided by (used in) operating and investing activities
(balance carried forward)
    
    
    16,639
    
    
    
    1,572
 6




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##### Table of Contents



Camco Financial Corporation
 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
 2008
    
    
    2007Net cash provided by (used in) operating and investing activities
(balance brought forward)
    
    $
    16,639
    
    
    $
    1,572Cash flows provided by (used in) financing activities:Net increase (decrease) in deposits
    
    
    38,875
    
    
    
    (2,771
    )Proceeds from Federal Home Loan Bank advances
    
    
    107,243
    
    
    
    42,413Repayment of Federal Home Loan Bank advances and other borrowings
    
    
    (134,866
    )
    
    
    (39,802
    )Dividends paid on common stock
    
    
    (2,147
    )
    
    
    (2,233
    )Purchase of treasury stock
    
    
    
    
    
    
    (1,681
    )Decrease in advances by borrowers for taxes and insurance
    
    
    (2,635
    )
    
    
    (2,444
    )Net cash provided by (used in) financing activities
    
    
    6,470
    
    
    
    (6,518
    )Increase (decrease) in cash and cash equivalents
    
    
    23,109
    
    
    
    (4,946
    )Cash and cash equivalents at beginning of period
    
    
    23,004
    
    
    
    26,542Cash and cash equivalents at end of period
    
    $
    46,113
    
    
    $
    21,596Supplemental disclosure of cash flow information:Cash paid during the period for interest on deposits and borrowings
    
    $
    16,271
    
    
    $
    18,265Supplemental disclosure of noncash investing activities:Recognition of mortgage-servicing rights in accordance with SFAS No. 140
    
    $
    292
    
    
    $
    286Transfer of loans to real estate acquired through foreclosure
    
    $
    3,568
    
    
    $
    1,685Dividends declared but unpaid
    
    $
    
    
    
    $
    1,101
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##### Table of Contents



Camco Financial Corporation
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    
    Basis of PresentationThe accompanying unaudited consolidated financial statements were prepared in accordance
with instructions for Form 10-Q and, therefore, do not include information or footnotes
necessary for a complete presentation of financial position, results of operations and cash
flows in conformity with accounting principles generally accepted in the United States of
America (US GAAP). Accordingly, these financial statements should be read in conjunction
with the consolidated financial statements and notes thereto of Camco Financial Corporation
(Camco or the Corporation) included in Camcos Annual Report on Form 10-K for the year
ended December 31, 2007. However, all adjustments (consisting only of normal recurring
accruals) which, in the opinion of management, are necessary for a fair presentation of the
consolidated financial statements have been included. The results of operations for the six
month period ended June 30, 2008, are not necessarily indicative of the results which may
be expected for the entire year.2.
    
    Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of Camco and its two
wholly-owned subsidiaries: Advantage Bank (Advantage or the Bank) and Camco Title
Agency, Inc.3.
    
    Critical Accounting PoliciesMaterial estimates that are particularly susceptible to significant change in the near term
relate to the determination of the allowance for loan losses, the valuation of mortgage
servicing rights and goodwill impairment. Actual results could differ from those estimates.Allowance for Loan LossesThe procedures for assessing the adequacy of the allowance for loan losses reflect our
evaluation of credit risk after careful consideration and interpretation of relevant
information available to us. In developing this assessment, we must rely on estimates and
exercise judgment regarding matters where the ultimate outcome is unknown such as economic
factors, developments affecting companies in specific industries and issues with respect to
single borrowers. Depending on changes in circumstances, future assessments of credit risk
may yield materially different results, which may require an increase or a decrease in the
allowance for loan losses.The allowance is regularly reviewed by management to determine whether the amount is
considered adequate to absorb probable, incurred losses. This evaluation includes specific
loss estimates on certain individually reviewed loans, statistical loss estimates for loan
pools that are based on historical loss experience, and general loss estimates that are
based upon the size, quality, and concentration characteristics of the various loan
portfolios, adverse situations that may affect a borrowers ability to repay, and current
economic and industry conditions. Also considered as part of that judgment is a review of
the Banks trends in delinquencies and loan losses, as well as trends in delinquencies and
losses for the region and nationally, and economic factors.
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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  3.
    
    Critical Accounting Policies (continued)The allowance for loan losses is maintained at a level that management believes to be
adequate to absorb probable, incurred losses inherent in the loan portfolio at the balance
sheet dates presented. Our evaluation of the adequacy of the allowance for loan losses is an
estimate based on managements current judgment about the credit quality of the loan
portfolio. While we strive to reflect all known risk factors in our evaluations, actual
results may differ significantly from our estimates.Mortgage Servicing RightsTo determine the fair value of our mortgage servicing rights (MSRs) each reporting
quarter, we provide information to a third party valuation firm who assists us with
determining the possible impairment of MSRs, as described below.MSRs are recognized as separate assets or liabilities when loans are sold with servicing
retained. A pooling methodology to the servicing valuation, in which loans with similar
characteristics are pooled together, is applied for valuation purposes. Once pooled, each
grouping of loans is evaluated on a discounted earnings basis to determine the present value
of future earnings that the bank could expect to realize from the portfolio. Earnings are
projected from a variety of sources including loan service fees, interest earned on float,
net interest earned on escrow balances, miscellaneous income and costs to service the loans.
The present value of future earnings is the estimated fair value for the pool, calculated
using consensus assumptions that a third party purchaser would utilize in evaluating a
potential acquisition of the servicing.Events that may significantly affect the estimates used are changes in interest rates and
the related impact on mortgage loan prepayment speeds and the payment performance of the
underlying loans. The interest rate for float, which we estimate, takes into consideration
the investment portfolio average yield as well as current short duration investment yields.
We believe this methodology provides a reasonable estimate. Mortgage loan prepayment speeds
are calculated by the third party provider utilizing the Economic Outlook as published by
the Office of Chief Economist of Freddie Mac in estimating prepayment speeds and provides a
specific scenario with each evaluation. Based on the assumptions discussed, pre-tax
projections are prepared for each pool of loans serviced. These earnings figures
approximate the cash flow that could be received from the servicing portfolio. Valuation
results are presented quarterly to management. At that time, we review the information and
MSRs are marked to the lower of amortized cost or fair value for the current quarter.GoodwillOn May 7, 2008, Camco signed a definitive agreement with First Place Financial Corp. which
was a negotiated transaction between buyer and seller. The company received a third party
opinion to the effect that as of May 7, 2008, the merger consideration to be paid to
stockholders in connection with the merger was fair to stockholders, from a financial point
of view.The value of the transaction exceeds its carrying amount of goodwill, therefore, the reporting
unit is not impaired.
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Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  4.
    
    Earnings Per ShareBasic earnings per common share are computed based upon the weighted-average number of
common shares outstanding during the period. Diluted earnings per common share include the
dilutive effect of additional potential common shares issuable under the Corporations stock
option plans. The computations are as follows:
 For the six months ended
    
    
    For the three months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007In thousands, except
per share dataBASIC:Net Earnings (loss)
    
    $
    (630
    )
    
    $
    2,851
    
    
    $
    373
    
    
    $
    1,347Weighted average common shares outstanding
    
    
    7,156
    
    
    
    7,425
    
    
    
    7,156
    
    
    
    7,392Basic earnings (loss) per share
    
    $
    (0.09
    )
    
    $
    0.38
    
    
    $
    .05
    
    
    $
    0.18DILUTED:Net Earnings (loss)
    
    $
    (630
    )
    
    $
    2,851
    
    
    $
    373
    
    
    $
    1,347Weighted average common shares outstanding
    
    
    7,156
    
    
    
    7,425
    
    
    
    7,156
    
    
    
    7,392Dilutive effect of stock options
    
    
    0
    
    
    
    1
    
    
    
    8
    
    
    
    2Total common shares and dilutive potential
common shares
    
    
    7,156
    
    
    
    7,426
    
    
    
    7,164
    
    
    
    7,394Earnings (Loss) per share  Diluted
    
    $
    (0.09
    )
    
    $
    0.38
    
    
    $
    .05
    
    
    $
    0.18
 5.
    
    Stock Option PlansEffective January 1, 2006, the Corporation adopted SFAS No. 123R, Accounting for
Stock-Based Compensation, which contains a fair-value based method for valuing stock-based
compensation that measures compensation cost at the grant date based on the fair value of
the award.The fair value of each option grant is estimated on the date of grant using the modified
Black-Scholes options-pricing model. The following table details the fair value and
assumptions used to value stock options as of the grant date that were granted in 2008 and
2007:
 2008
    
    
    2007Fair value, calculated
    
    $
    0.58
    
    
    $
    1.22Exercise Price
    
    $
    8.92
    
    
    $
    12.34Risk-free interest rate
    
    
    3.52
    %
    
    
    4.81
    %Expected stock price volatility
    
    
    15.75
    %
    
    
    11.98
    %Expected dividend yield
    
    
    6.00
    %
    
    
    4.80
    %Expected Life
    
    10 years
    
    
    10 years
 10




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Six months ended
    
    
    Year endedJune 30,
    
    
    December 31,2008
    
    
    2007Weighted-
    
    
    
    
    
    
    Weighted-average
    
    
    
    
    
    
    averageexercise
    
    
    
    
    
    
    exerciseShares
    
    
    price
    
    
    Shares
    
    
    priceOutstanding at beginning of
period
    
    
    318,238
    
    
    $
    15.10
    
    
    
    304,874
    
    
    $
    15.20Granted
    
    
    44,667
    
    
    
    8.92
    
    
    
    26,920
    
    
    
    12.34Exercised
    
    
    
    
    
    
    
    
    
    
    (2,427
    )
    
    
    12.50Forfeited
    
    
    (58,262
    )
    
    
    14.97
    
    
    
    (11,129
    )
    
    
    14.67Outstanding at end of period
    
    
    304,643
    
    
    $
    14.21
    
    
    
    318,238
    
    
    $
    15.10Options exercisable at end of
period
    
    
    240,777
    
    
    $
    14.97
    
    
    
    254,717
    
    
    $
    15.32Weighted-average fair value of
options granted during the period
    
    
    
    
    
    $
    0.58
    
    
    
    
    
    
    $
    1.22
 The following information applies to options outstanding at June 30, 2008:
 Options outstanding
    
    Options ExercisableWeighted-Average
    
    Weighted-
    
    
    
    
    
    Weighted-Remaining
    
    Average
    
    
    
    
    
    AverageRange of Exercise
    
    Number
    
    Contractual
    
    Exercise
    
    Number
    
    ExercisePrices
    
    Outstanding
    
    Life (Years)
    
    Price
    
    Exercisable
    
    Price$8.92  $9.75
    
    
    44,528
    
    
    
    9.1
    
    
    $
    8.97
    
    
    
    11,798
    
    
    $
    9.10$11.36  $14.16
    
    
    97,751
    
    
    
    7.4
    
    
    
    13.56
    
    
    
    71,224
    
    
    
    13.56$14.55  $17.17
    
    
    162,364
    
    
    
    4.7
    
    
    
    16.05
    
    
    
    157,755
    
    
    
    16.03304,643
    
    
    
    6.2
    
    
    $
    14.21
    
    
    
    240,777
    
    
    $
    14.96
 6.
    
    Fair ValueSFAS No. 157 establishes a fair value hierarchy which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring fair value.
SFAS No. 157 describes three levels of inputs that Camco uses to measure fair value:
 Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active
markets that the entity has the ability to access as of the measurement date.Level 2: Level 1 inputs for assets or liabilities that are not actively traded. Also
consists of an observable market price for a similar asset or liability. This
includes the use of matrix pricing used to value debt securities absent the
exclusive use of quoted prices.
 11




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Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Level 3: Consists of unobservable inputs that are used to measure fair value when
observable market inputs are not available. This could include the use of internally
developed models, financial forecasting, etc.
 Fair value is defined as the price that would be received to sell an asset or transfer a
liability between market participants at the balance sheet date. When possible, the
Corporation looks to active and observable markets to price identical assets or liabilities.
When identical assets and liabilities are not traded in active markets, the Corporation
looks to observable market data for similar assets and liabilities. However, certain assets
and liabilities are not traded in observable markets and Camco must use other valuation
methods to develop a fair value. The fair value of impaired loans is based on the fair value
of the underlying collateral, which is estimated through third party appraisals or internal
estimates of collateral values.The following table presents financial assets and liabilities measured on a recurring basis:
 (in thousands)
    
    Fair Value Measurements at Reporting Date UsingJune 30, 2008
    
    Level 1
    
    Level 2
    
    Level 3Securities available for sale
    
    $
    92,489
    
    
    $
    
    
    
    $
    92,489
    
    
    $
    
 The following table presents financial assets and liabilities measured on a non-recurring
basis:
 (in thousands)
    
    Fair Value Measurements at Reporting Date UsingJune 30, 2008
    
    Level 1
    
    Level 2
    
    Level 3Impaired loans
    
    $
    14,023
    
    
    $
    
    
    
    $
    
    
    
    $
    14,023Loans held for sale
    
    
    387
    
    
    
    
    
    
    
    
    
    
    
    387Mortgage servicing rights
    
    
    6,308
    
    
    
    
    
    
    
    
    
    
    
    6,308Real estate acquired
through foreclosure
    
    
    5,602
    
    
    
    
    
    
    
    
    
    
    
    5,602
 Impaired loans, which are measured for impairment using the fair value of the collateral at
June 30, 2008, had a carrying amount of $17.3 million, with a valuation allowance of $3.3
million, resulting in an additional provision for loan losses of $1.4 million during the
first half of 2008.Loans held for sale are originated on forward commitment contracts and are reported at the
lower of cost or fair value. All loans held for sale at June 30, 2008, are secured by liens
on 1-4 family residential properties.Mortgage servicing rights are recognized as separate assets or liabilities when loans are
sold with servicing retained. A pooling methodology to the servicing valuation, in which
loans with similar characteristics are pooled together, is applied for valuation purposes.
Once pooled, each grouping of loans is evaluated on a discounted earnings basis to
determine the present value of future earnings that the bank could expect to realize from
the portfolio. Earnings are projected from a variety of sources including loan service
fees, interest earned on float, net interest earned on escrow balances, miscellaneous income
and costs to service the loans. The present value of future earnings is the estimated fair
value for the pool, calculated using consensus assumptions that a third party purchaser
would utilize in evaluating a potential acquisition of the servicing.Fair value for real estate acquired through foreclosure is determined by obtaining recent
appraisals on the properties. The fair value under such appraisals is determined by using
one of the following valuation techniques: income, cost or comparable sales. The fair value
is then reduced by managements estimate for the direct costs expected to be incurred in
order to sell the property. Holding costs or maintenance expenses are recorded as period
costs when occurred and are not included in the fair value estimate.
 12




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  
 7.
    
    Subsequent EventCamco declared a quarterly cash divided of $0.075 per share. The cash dividend was
declared July 10, 2008 for shareholders of record on July 21, 2008 and is payable July 28,
2008.
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
 Forward Looking Statements
  
    
    anticipated changes in industry conditions created by state and federal legislation and
regulations;
    
    anticipated changes in general interest rates and the impact of future interest rate
changes on our profitability, capital adequacy and the fair value of our financial assets
and liabilities;
    
    retention of our existing customer base and our ability to attract new customers;
    
    the development of new products and services and their success in the marketplace;
    
    the adequacy of the allowance for loan losses; and
    
    statements regarding our anticipated loan and deposit account growth, expense levels,
liquidity and capital resources and projections of earnings.
  
    
    competition in the industry and markets in which we operate;
    
    changes in general interest rates;
    
    rapid changes in technology affecting the financial services industry;
    
    changes in government regulation; and
    
    general economic and business conditions.
  13




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Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
  Overview:
      14




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Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
  Discussion of Financial Condition Changes from December 31, 2007 to June 30, 2008
      Discussion of Financial Condition Changes from December 31, 2007 to June 30, 2008
  15




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
   In thousands
    
    June 30, 2008
    
    
    December 31, 200790+ days
    
    
    
    
    
    
    
    
    
    
    90+ days30  89 days
    
    
    delinquent,
    
    
    
    
    
    
    30  89 days
    
    
    delinquent,delinquent
    
    
    accruing
    
    
    Nonaccrual
    
    
    delinquent
    
    
    accruing
    
    
    NonaccrualConstruction and development
    
    $
    1,390
    
    
    $
    360
    
    
    $
    1,086
    
    
    $
    11
    
    
    $
    
    
    
    $
    5,568HELOC and second mortgage
    
    
    3,102
    
    
    
    113
    
    
    
    2,480
    
    
    
    2,504
    
    
    
    
    
    
    
    1,0261-4 Family
    
    
    9,833
    
    
    
    
    
    
    
    15,783
    
    
    
    6,652
    
    
    
    1,520
    
    
    
    8,310Multifamily
    
    
    500
    
    
    
    
    
    
    
    1,616
    
    
    
    
    
    
    
    
    
    
    
    871Commercial and agricultural
    
    
    924
    
    
    
    3,312
    
    
    
    6,147
    
    
    
    2,036
    
    
    
    
    
    
    
    7,603Consumer and other
    
    
    153
    
    
    
    
    
    
    
    100
    
    
    
    1,209
    
    
    
    
    
    
    
    617Total
    
    $
    15,902
    
    
    $
    3,785
    
    
    $
    27,212
    
    
    $
    12,412
    
    
    $
    1,520
    
    
    $
    23,995
   June 30, 2008
    
    
    December 31, 2007
    
    
    ChangeBalance
    
    
    Rate
    
    
    Balance
    
    
    Rate
    
    
    Balance
    
    
    RateNoninterest-bearing demand
    
    $
    36,287
    
    
    
    0.00
    %
    
    $
    35,755
    
    
    
    0.00
    %
    
    $
    532
    
    
    
    0.00
    %Interest-bearing demand
    
    
    88,477
    
    
    
    1.04
    
    
    
    91,132
    
    
    
    1.57
    
    
    
    (2,655
    )
    
    
    (0.53
    )Money market
    
    
    130,707
    
    
    
    2.07
    
    
    
    111,740
    
    
    
    3.57
    
    
    
    18,967
    
    
    
    (1.50
    )Savings
    
    
    36,369
    
    
    
    0.27
    
    
    
    36,963
    
    
    
    0.27
    
    
    
    (594
    )
    
    
    0.00Certificates of deposit  retail
    
    
    395,282
    
    
    
    4.14
    
    
    
    395,016
    
    
    
    4.78
    
    
    
    278
    
    
    
    (0.64
    )Certificates of deposit  brokered
    
    
    43,924
    
    
    
    4.45
    
    
    
    21,578
    
    
    
    5.09
    
    
    
    22,346
    
    
    
    (0.64
    )Total deposits
    
    $
    731,059
    
    
    
    3.02
    %
    
    $
    692,184
    
    
    
    3.52
    %
    
    $
    38,875
    
    
    
    (0.51
    %)
   16




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Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
     17




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Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Comparison of Results of Operations for the Six Months Ended June 30, 2008 and 2007
  Net Interest Income
   18




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Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Comparison of Results of Operations for the Six Months Ended June 30, 2008 and 2007
(continued)
 AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA
  Six Months Ended June 30,
    
    2008
    
    
    2007(Dollars in thousands)
    
    Average outstanding
    
    
    Interest earned /
    
    
    Average yield/
    
    
    Average outstanding
    
    
    Interest earned /
    
    
    Average yield/balance
    
    
    paid
    
    
    rate
    
    
    balance
    
    
    paid
    
    
    rateInterest-earning assets:Loans receivable (1)
    
    $
    779,324
    
    
    
    26,191
    
    
    
    6.72
    %
    
    $
    817,909
    
    
    
    29,003
    
    
    
    7.09
    %Securities
    
    
    95,032
    
    
    
    2,145
    
    
    
    4.51
    %
    
    
    107,747
    
    
    
    2,335
    
    
    
    4.33
    %FHLB stock
    
    
    28,992
    
    
    
    768
    
    
    
    5.30
    %
    
    
    28,722
    
    
    
    917
    
    
    
    6.39
    %Other Interest-bearing accounts
    
    
    20,789
    
    
    
    295
    
    
    
    2.84
    %
    
    
    10,182
    
    
    
    275
    
    
    
    5.40
    %Total interest-earning assets
    
    
    924,137
    
    
    
    29,399
    
    
    
    6.36
    %
    
    
    964,560
    
    
    
    32,530
    
    
    
    6.75
    %Noninterest-earning assets (2)
    
    
    104,294
    
    
    
    
    
    
    
    
    
    
    
    84,028Total average assets
    
    $
    1,028,431
    
    
    
    
    
    
    
    
    
    
    $
    1,048,588Interest-bearing liabilities:Deposits
    
    
    682,490
    
    
    
    12,121
    
    
    
    3.55
    %
    
    
    650,638
    
    
    
    12,334
    
    
    
    3.79
    %FHLB advances and other
    
    
    199,309
    
    
    
    4,332
    
    
    
    4.35
    %
    
    
    258,725
    
    
    
    5,553
    
    
    
    4.29
    %Total interest-bearing liabilities
    
    
    881,799
    
    
    
    16,453
    
    
    
    3.73
    %
    
    
    909,363
    
    
    
    17,887
    
    
    
    3.93
    %Noninterest-bearing deposits
    
    
    38,333
    
    
    
    
    
    
    
    
    
    
    
    33,456Noninterest-bearing liabilities
    
    
    21,098
    
    
    
    
    
    
    
    
    
    
    
    14,399Total average liabilities
    
    
    941,230
    
    
    
    
    
    
    
    
    
    
    
    957,218Total average shareholders equity
    
    
    87,201
    
    
    
    
    
    
    
    
    
    
    
    91,370Total liabilities and shareholders
equity
    
    $
    1,028,431
    
    
    
    
    
    
    
    
    
    
    $
    1,048,588Net interest income/Interest rate spread
    
    
    
    
    
    $
    12,946
    
    
    
    2.63.
    %
    
    
    
    
    
    $
    14,643
    
    
    
    2.82
    %Net interest margin (3)
    
    
    
    
    
    
    
    
    
    
    2.80
    %
    
    
    
    
    
    
    
    
    
    
    3.04
    %Average interest-earning assets to
average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    104.8
    %
    
    
    
    
    
    
    
    
    
    
    106.07
    %
 
 (1)
    
    Includes loans held for sale. Loan fees are immaterial.(2)
    
    Includes nonaccrual loans, mortgage servicing rights and allowance for loan losses(3)
    
    Net interest income as a percent of average interest-earning assets 19




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Comparison of Results of Operations for the Six Months Ended June 30, 2008 and 2007
      Provision for Losses on Loans
   20




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Other Income
 
 Comparison of Results of Operations for the Six Months Ended June 30, 2008 and 2007
   General, Administrative and Other Expense
      Federal Income Taxes
  Comparison of Results of Operations for the Three Months Ended June 30, 2008 and 2007
  21




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Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Comparison of Results of Operations for the Three Months Ended June 30, 2008 and 2007
(continued)
 Net Interest Income
   22




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Comparison of Results of Operations for the Three Months Ended June 30, 2008 and 2007
(continued)
 AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA
  Three Months Ended June 30,
    
    2008
    
    
    2007(Dollars in thousands)
    
    Average outstanding
    
    
    Interest earned /
    
    
    Average yield/
    
    
    Average outstanding
    
    
    Interest earned /
    
    
    Average yield/balance
    
    
    paid
    
    
    rate
    
    
    balance
    
    
    paid
    
    
    rateInterest-earning assets:Loans receivable (1)
    
    $
    769,962
    
    
    
    12,667
    
    
    
    6.58
    %
    
    $
    821,124
    
    
    
    14,703
    
    
    
    7.16
    %Securities
    
    
    96,578
    
    
    
    1,069
    
    
    
    4.43
    %
    
    
    104,791
    
    
    
    1,134
    
    
    
    4.33
    %FHLB stock
    
    
    29,195
    
    
    
    393
    
    
    
    5.38
    %
    
    
    28,722
    
    
    
    465
    
    
    
    6.48
    %Other Interest-bearing accounts
    
    
    29,065
    
    
    
    186
    
    
    
    2.56
    %
    
    
    8,918
    
    
    
    122
    
    
    
    5.47
    %Total interest-earning assets
    
    
    924,800
    
    
    
    14,315
    
    
    
    6.19
    %
    
    
    963,555
    
    
    
    16,424
    
    
    
    6.82
    %Noninterest-earning assets (2)
    
    
    107,134
    
    
    
    
    
    
    
    
    
    
    
    84,161Total average assets
    
    $
    1,031,934
    
    
    
    
    
    
    
    
    
    
    $
    1,047,716Interest-bearing liabilities:Deposits
    
    
    693,014
    
    
    
    5,720
    
    
    
    3.30
    %
    
    
    651,792
    
    
    
    6,330
    
    
    
    3.88
    %FHLB advances and other
    
    
    193,929
    
    
    
    2,129
    
    
    
    4.39
    %
    
    
    255,830
    
    
    
    2,755
    
    
    
    4.31
    %Total interest-bearing liabilities
    
    
    886,943
    
    
    
    7,849
    
    
    
    3.54
    %
    
    
    907,622
    
    
    
    9,085
    
    
    
    4.00
    %Noninterest-bearing deposits
    
    
    38,309
    
    
    
    
    
    
    
    
    
    
    
    34,362Noninterest-bearing liabilities
    
    
    20,264
    
    
    
    
    
    
    
    
    
    
    
    12,787Total average liabilities
    
    
    945,516
    
    
    
    
    
    
    
    
    
    
    
    956,512Total average shareholders equity
    
    
    86,418
    
    
    
    
    
    
    
    
    
    
    
    91,204Total liabilities and shareholders
equity
    
    $
    1,031,934
    
    
    
    
    
    
    
    
    
    
    $
    1,047,716Net interest income/Interest rate spread
    
    
    
    
    
    $
    6,466
    
    
    
    2.65
    %
    
    
    
    
    
    $
    7,339
    
    
    
    2.82
    %Net interest margin (3)
    
    
    
    
    
    
    
    
    
    
    2.80
    %
    
    
    
    
    
    
    
    
    
    
    3.05
    %Average interest-earning assets to
average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    104.3
    %
    
    
    
    
    
    
    
    
    
    
    106.0
    %
 
 (1)
    
    Includes loans held for sale. Loan fees are immaterial.(2)
    
    Includes nonaccrual loans, mortgage servicing rights and allowance for loan losses(3)
    
    Net interest income as a percent of average interest-earning assets 23




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Comparison of Results of Operations for the Three Months Ended June 30, 2008 and 2007
(continued)
      Provision for Losses on Loans
   24




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Comparison of Results of Operations for the Three Months Ended June 30, 2008 and 2007
(continued)
 Other Income
    General, Administrative and Other Expense
     Federal Income Taxes
  25




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Liquidity and Capital Resources
       26




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Liquidity and Capital Resources (continued)
 
   Payments due by periodLess
    
    
    
    
    
    
    
    
    
    
    MoreThan
    
    
    1-3
    
    
    3-5
    
    
    Than1 year
    
    
    years
    
    
    years
    
    
    5 years
    
    
    Total(In thousands)Contractual obligations:Operating lease obligations
    
    $
    159
    
    
    $
    512
    
    
    $
    314
    
    
    $
    448
    
    
    $
    1,433Advances from the Federal Home Loan Bank
    
    
    85,604
    
    
    
    43,542
    
    
    
    15,000
    
    
    
    32,903
    
    
    
    177,049Certificates of deposit
    
    
    326,631
    
    
    
    102,302
    
    
    
    9,332
    
    
    
    941
    
    
    
    439,206Repurchase agreements
    
    
    12,162
    
    
    
    1,356
    
    
    
    
    
    
    
    
    
    
    
    13,518Subordinated debentures (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    5,000Ohio Equity Funds for Housing
    
    
    1,342
    
    
    
    2,047
    
    
    
    304
    
    
    
    325
    
    
    
    4,018Amount of commitments expiration per periodCommitments to originate loans:Revolving, open-end lines
    
    $
    75,918
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    75,9181-4 family residential construction
    
    
    2,904
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,904Commercial real estate, other
construction loan and land
development loans
    
    
    23,822
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,822Other unused commitments
    
    
    2,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,740Stand by letters of credit
    
    
    721
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    721Total contractual obligations
    
    $
    532,003
    
    
    $
    149,759
    
    
    $
    24,950
    
    
    $
    39,617
    
    
    $
    746,329
 
 (1)
    
    The subordinated debentures are redeemable, at Camcos option, commencing September 15, 2008.
The debentures mature on September 15, 2037. 27




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Liquidity and Capital Resources (continued)
  To be well-capitalizedunder promptFor capital
    
    
    corrective actionActual
    
    
    Adequacy purposes
    
    
    provisionsAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio(Dollars in thousands)Total capital to risk-weighted assets:Camco Financial Corporation
    
    $
    92,045
    
    
    
    13.16
    %
    
    
    3$55,970
    
    
    
    38.0
    %
    
    
    3$69,962
    
    
    
    10.0
    %Advantage Bank
    
    $
    87,274
    
    
    
    12.50
    %
    
    
    3$55,862
    
    
    
    38.0
    %
    
    
    3$69,828
    
    
    
    10.0
    %Tier I capital to risk-weighted assets:Camco Financial Corporation
    
    $
    83,871
    
    
    
    11.99
    %
    
    
    3$27,985
    
    
    
    34.0
    %
    
    
    3$41,978
    
    
    
    6.0
    %Advantage Bank
    
    $
    79,100
    
    
    
    11.33
    %
    
    
    3$27,931
    
    
    
    34.0
    %
    
    
    3$41,897
    
    
    
    6.0
    %Tier I leverage to average assets:Camco Financial Corporation
    
    $
    83,871
    
    
    
    8.17
    %
    
    
    3$41,067
    
    
    
    34.0
    %
    
    
    3$51,334
    
    
    
    5.0
    %Advantage Bank
    
    $
    79,100
    
    
    
    7.73
    %
    
    
    3$40,920
    
    
    
    34.0
    %
    
    
    3$51,150
    
    
    
    5.0
    %
   28




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
       
 ITEM 4:
    
    Controls and Procedures
   29




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##### Table of Contents



ITEM 1.
    
    Legal Proceedings
  ITEM 1A.
    
    Risk Factors
 Camcos announced agreement to merge with First Place Financial Corp.
  ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
 Not applicable
 Not applicable
  ITEM 3.
    
    Defaults Upon Senior Securities
  ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
  For
    
    WithheldAndrew S. Dix
    
    
    5,273,845
    
    
    
    737,466Carson K. Miller
    
    
    5,281,591
    
    
    
    729,721Jeffrey T. Tucker
    
    
    5,254,585
    
    
    
    756,727
  ITEM 5.
    
    Other Information
  30




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##### Table of Contents



Exhibits
 Exhibit 2
    
    Agreement and Plan of Merger
dated May 7, 2008
    
    Incorporated by reference to Form 8-K
filed on May 9, 2008, exhibit 2Exhibit 11
    
    Statement regarding computation of
per share earnings
    
    Incorporated by reference to Note 4 to the
ConsolidateFinancial Statements on page
11 of this Form 10-QExhibit 31(i)
    
    Section 302 certification by
Chief Executive OfficerExhibit 31(ii)
    
    Section 302 Certification by
Principal Accounting OfficerExhibit 32(i)
    
    Section 1350 certification by
Chief Executive OfficerExhibit 32(ii)
    
    Section 1350 certification by
Principal Accounting Officer
 31




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##### Table of Contents



SIGNATURES
  CAMCO FINANCIAL CORPORATION
(Registrant)Date: August 8, 2008
    By:
    /s/ Richard C. BaylorRichard C. BaylorChief Executive OfficerDate: August 8, 2008
    By:
    /s/ Kristina K. TiptonKristina K. TiptonPrincipal Accounting Officer 32