##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 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
    
    (I.R.S. Employer Identification Number)incorporation or organization)
  
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



PagePART I    FINANCIAL INFORMATIONConsolidated Statements of Financial Condition
    
    
    3Consolidated Statements of Earnings
    
    
    4Consolidated Statements of Comprehensive Income
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    8Managements Discussion and Analysis of
Financial Condition and Results of
Operations
    
    
    15Quantitative and Qualitative Disclosures about
Market Risk
    
    
    25Controls and Procedures
    
    
    26PART II   OTHER INFORMATION
    
    
    26SIGNATURES
    
    
    29EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCash and due from banks
    
    $
    19,478
    
    
    $
    17,572Interest-bearing deposits in other financial institutions
    
    
    26,475
    
    
    
    5,432Cash and cash equivalents
    
    
    45,953
    
    
    
    23,004Securities available for sale, at fair value
    
    
    92,016
    
    
    
    88,919Securities held to maturity, at cost, approximate fair value of $2,715 and $2,793
as of March 31, 2008 and December 31, 2007, respectively
    
    
    2,705
    
    
    
    2,769Loans held for sale  at lower of cost or fair value
    
    
    1,429
    
    
    
    3,169Loans receivable  net
    
    
    795,305
    
    
    
    812,102Office premises and equipment  net
    
    
    12,678
    
    
    
    12,856Real estate acquired through foreclosure
    
    
    5,552
    
    
    
    5,034Federal Home Loan Bank stock  at cost
    
    
    29,097
    
    
    
    28,722Accrued interest receivable
    
    
    5,680
    
    
    
    6,034Mortgage servicing rights  at lower of cost or fair value
    
    
    6,047
    
    
    
    6,356Prepaid expenses and other assets
    
    
    5,688
    
    
    
    5,231Cash surrender value of life insurance
    
    
    21,907
    
    
    
    21,707Goodwill
    
    
    6,683
    
    
    
    6,683Prepaid and refundable federal income taxes
    
    
    1,477
    
    
    
    675Total assets
    
    $
    1,032,217
    
    
    $
    1,023,261LIABILITIES AND STOCKHOLDERS EQUITYDeposits
    
    $
    730,780
    
    
    $
    692,184Advances from the Federal Home Loan Bank and other borrowings
    
    
    194,660
    
    
    
    220,981Advances by borrowers for taxes and insurance
    
    
    2,252
    
    
    
    3,627Accounts payable and accrued liabilities
    
    
    11,265
    
    
    
    11,331Dividends payable
    
    
    1,073
    
    
    
    1,081Deferred federal income taxes  net
    
    
    5,724
    
    
    
    5,423Total liabilities
    
    
    945,754
    
    
    
    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 March 31, 2008 and December 31, 2007
    
    
    8,835
    
    
    
    8,835Additional paid-in capital
    
    
    59,894
    
    
    
    59,842Retained earnings
    
    
    41,182
    
    
    
    44,083Accumulated other comprehensive (loss) net of related tax effects
    
    
    666
    
    
    
    (12
    )Treasury stock - 1,678,913 shares at March 31, 2008 and December 31, 2007, at cost
    
    
    (24,114
    )
    
    
    (24,114
    )Total stockholders equity
    
    
    86,463
    
    
    
    88,634Total liabilities and stockholders equity
    
    $
    1,032,217
    
    
    $
    1,023,261
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##### Table of Contents



Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF EARNINGS
 
 2008
    
    
    2007Interest and dividend incomeLoans
    
    $
    13,404
    
    
    $
    14,151Investment securities
    
    
    1,076
    
    
    
    1,200Other interest-earning accounts and dividends
    
    
    727
    
    
    
    838Total interest and dividend income
    
    
    15,207
    
    
    
    16,189Interest ExpenseDeposits
    
    
    6,401
    
    
    
    6,004Borrowings
    
    
    2,203
    
    
    
    2,798Total interest expense
    
    
    8,604
    
    
    
    8,802Net interest income
    
    
    6,603
    
    
    
    7,387Provision for losses on loans
    
    
    2,322
    
    
    
    195Net interest income after provision for losses on loans
    
    
    4,281
    
    
    
    7,192Other incomeLate charges, rent and other
    
    
    472
    
    
    
    589Loan servicing fees
    
    
    330
    
    
    
    352Service charges and other fees on deposits
    
    
    581
    
    
    
    567Gain (Loss) on sale of loans
    
    
    119
    
    
    
    86Mortgage servicing rights  net
    
    
    (309
    )
    
    
    (53
    )Gain (Loss) on sale of real estate acquired through foreclosure
    
    
    (74
    )
    
    
    17Gain on sale of mortgage-backed securities and fixed assets
    
    
    3
    
    
    
    10Total other income
    
    
    1,122
    
    
    
    1,568General, administrative and other expensesEmployee compensation and benefits
    
    
    3,569
    
    
    
    3,389Occupancy and equipment
    
    
    893
    
    
    
    869Data processing
    
    
    228
    
    
    
    285Advertising
    
    
    196
    
    
    
    322Franchise taxes
    
    
    347
    
    
    
    268Postage, supplies and office expenses
    
    
    370
    
    
    
    337Travel, training and insurance
    
    
    120
    
    
    
    121Professional services
    
    
    408
    
    
    
    287Real estate owned and other expenses
    
    
    261
    
    
    
    125Loan and deposit expenses
    
    
    673
    
    
    
    560Total general, administrative and other expense
    
    
    7,065
    
    
    
    6,563Earnings (Loss) before federal income taxes
    
    
    (1,662
    )
    
    
    2,197Federal income taxes
    
    
    (659
    )
    
    
    693NET EARNINGS (LOSS)
    
    $
    (1,003
    )
    
    $
    1,504EARNINGS (LOSS) PER SHAREBasic
    
    $
    (.14
    )
    
    $
    .20Diluted
    
    $
    (.14
    )
    
    $
    .20Dividends declared per share
    
    $
    .15
    
    
    $
    .15
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##### Table of Contents



Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 2008
    
    
    2007Net earnings (loss)
    
    $
    (1,003
    )
    
    $
    1,504Other comprehensive income, net of tax:Unrealized holding gains on securities during the period, net of tax
effects (benefits) of $350 and $135 in 2008 and 2007, respectively
    
    
    679
    
    
    
    263Reclassification adjustment for realized gains included in
net earnings, net of taxes of $1 and $0 in 2008 and 2007, respectively
    
    
    (2
    )
    
    
    Comprehensive income (loss)
    
    $
    (326
    )
    
    $
    1,767
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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
    
    $
    (1,003
    )
    
    $
    1,504Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:Amortization of deferred loan origination fees
    
    
    54
    
    
    
    3Amortization of premiums and discounts on investment and
mortgage-backed securities  net
    
    
    35
    
    
    
    27Amortization of mortgage servicing rights  net
    
    
    425
    
    
    
    163Depreciation and amortization
    
    
    343
    
    
    
    568Provision for losses on loans
    
    
    2,322
    
    
    
    195Stock option expense
    
    
    52
    
    
    
    23(Gain) loss on sale of real estate acquired through foreclosure
    
    
    74
    
    
    
    (17
    )Gain on sale of investments and fixed assets
    
    
    (3
    )
    
    
    (10
    )Federal Home Loan Bank stock dividends
    
    
    (375
    )
    
    
    Gain on sale of loans
    
    
    (119
    )
    
    
    (86
    )Loans originated for sale in the secondary market
    
    
    (11,233
    )
    
    
    (7,840
    )Proceeds from sale of loans in the secondary market
    
    
    13,092
    
    
    
    8,175Net increase in cash surrender value of life insurance
    
    
    (200
    )
    
    
    (192
    )Increase (decrease) in cash due to changes in:Accrued interest receivable
    
    
    354
    
    
    
    367Prepaid expenses and other assets
    
    
    (457
    )
    
    
    (447
    )Accrued interest and other liabilities
    
    
    (589
    )
    
    
    (859
    )Federal income taxesCurrent
    
    
    (802
    )
    
    
    359Deferred
    
    
    (48
    )
    
    
    335Net cash provided by operating activities
    
    
    1,922
    
    
    
    2,268Cash flows provided by (used in) investing activities:Proceeds from sale of investment securities
    
    
    4,254
    
    
    
    Principal repayments, maturities on securities
    
    
    14,177
    
    
    
    7,724Purchases of investment securities designated as available for sale
    
    
    (20,471
    )
    
    
    (5,000
    )Loan principal repayments
    
    
    72,126
    
    
    
    71,101Loan disbursements
    
    
    (60,562
    )
    
    
    (75,425
    )Proceeds from sale of office premises and equipment
    
    
    2
    
    
    
    10Purchases of loans
    
    
    
    
    
    
    (2,164
    )Additions to office premises and equipment
    
    
    (165
    )
    
    
    (517
    )Proceeds from sale of real estate acquired through foreclosure
    
    
    1,840
    
    
    
    202Net cash provided by (used in) investing activities
    
    
    11,201
    
    
    
    (4,069
    )Net cash (used in) provided by operating and investing
activities balance carried forward
    
    
    13,123
    
    
    
    (1,801
    )
 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)
    
    $
    13,123
    
    
    $
    (1,801
    )Cash flows provided by (used in) financing activities:Net increase in deposits
    
    
    38,596
    
    
    
    559Proceeds from Federal Home Loan Bank advances
    
    
    51,739
    
    
    
    26,403Repayment of Federal Home Loan Bank advances
    
    
    (78,060
    )
    
    
    (25,257
    )Dividends paid on common stock
    
    
    (1,074
    )
    
    
    (1,120
    )Purchase of treasury shares
    
    
    
    
    
    
    (537
    )Decrease in advances by borrowers for taxes and insurance
    
    
    (1,375
    )
    
    
    (690
    )Net cash provided by (used) in financing activities
    
    
    9,826
    
    
    
    (642
    )Increase (decrease) in cash and cash equivalents
    
    
    22,949
    
    
    
    (2,443
    )Cash and cash equivalents at beginning of period
    
    
    23,004
    
    
    
    26,542Cash and cash equivalents at end of period
    
    $
    45,953
    
    
    $
    24,099Supplemental disclosure of cash flow information:Cash paid during the period for interest on deposits and borrowings
    
    $
    8,391
    
    
    $
    8,749Supplemental disclosure of noncash investing activities:Recognition of mortgage servicing rights in accordance with SFAS No. 140
    
    $
    172
    
    
    $
    110Transfers from loans to real estate acquired through foreclosure
    
    
    2,538
    
    
    
    944Dividends declared but unpaid
    
    
    1,073
    
    
    
    1,114
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##### Table of Contents



Camco Financial Corporation
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Basis of Presentation
  Principles of Consolidation
  Critical Accounting Policies
  Allowance for Loan Losses
   8




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Critical Accounting Policies
   Mortgage Servicing Rights
    Goodwill
   9




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Critical Accounting Policies
    Earnings (Loss) Per Share
  For the three months endedMarch 31,(in thousands, except per share information)
    
    2008
    
    
    2007BASIC:Net earnings (loss)
    
    $
    (1,003
    )
    
    $
    1,504Weighted average common shares outstanding
    
    
    7,155
    
    
    
    7,458Earnings (Loss) per share  Basic
    
    $
    (.14
    )
    
    $
    0.20DILUTED:Net earnings (loss)
    
    $
    (1,003
    )
    
    $
    1,504Weighted average common shares outstanding
    
    
    7,155
    
    
    
    7,458Dilutive effect of stock options
    
    
    
    
    
    
    1Total common shares and dilutive potential common shares
    
    
    7,155
    
    
    
    7,459Earnings
(Loss) per share  Diluted
    
    $
    (.14
    )
    
    $
    0.20
 10




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Stock Option Plans
   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
  Three Months ended
    
    
    Year endedMarch 31, 2008
    
    
    December 31, 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
    
    
    (47,683
    )
    
    
    15.63
    
    
    
    (11,129
    )
    
    
    14.67Outstanding at end of period
    
    
    315,222
    
    
    $
    14.16
    
    
    
    318,238
    
    
    $
    15.10Options exercisable at period end
    
    
    243,371
    
    
    $
    14.94
    
    
    
    254,717
    
    
    $
    15.32Weighted-average fair value of
options granted during the year
    
    
    
    
    
    $
    0.58
    
    
    
    
    
    
    $
    1.22
  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
    
    
    47,341
    
    
    
    9.4
    
    
    $
    8.96
    
    
    
    11,798
    
    
    $
    9.10$11.36  $14.16
    
    
    105,372
    
    
    
    7.8
    
    
    
    13.49
    
    
    
    74,560
    
    
    
    13.54$14.55  $17.17
    
    
    162,509
    
    
    
    5.0
    
    
    
    16.06
    
    
    
    157,013
    
    
    
    16.05315,222
    
    
    
    6.6
    
    
    $
    14.16
    
    
    
    243,371
    
    
    $
    14.97
 11




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Recent Accounting Pronouncements
      Fair Value
    12




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (in thousands)
    
    
    
    
    
    Fair Value Measurements at Reporting Date UsingMarch 31, 2008
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Securities available for sale
    
    $
    92,016
    
    
    $
    
    
    
    $
    92,016
    
    
    $
    
  (in thousands)
    
    
    
    
    
    Fair Value Measurements at Reporting Date UsingMarch 31, 2008
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Impaired loans
    
    $
    18,992
    
    
    $
    
    
    
    $
    
    
    
    $
    18,992Loans held for sale
    
    
    1,429
    
    
    
    
    
    
    
    
    
    
    
    1,429Mortgage servicing rights
    
    
    6,057
    
    
    
    
    
    
    
    
    
    
    
    6,047Real estate acquired through foreclosure
    
    
    5,552
    
    
    
    
    
    
    
    
    
    
    
    5,552
     13




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Subsequent Event
  14




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##### Table of Contents



Camco Financial Corporation
 
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  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.
  15




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Overview
       16




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Discussion of Financial Condition Changes from December 31, 2007 to March 31, 2008
       17




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    In thousands
    
    March 31, 2008
    
    
    December 31, 200790+ days
    
    
    
    
    
    
    
    
    
    
    90+ days30 - 89 days
    
    
    delinquent,
    
    
    
    
    
    
    30 - 89 days
    
    
    delinquent,delinquent
    
    
    accruing
    
    
    Nonaccrual
    
    
    delinquent
    
    
    accruing
    
    
    NonaccrualConstruction and development
    
    $
    519
    
    
    $
    
    
    
    $
    5,351
    
    
    $
    11
    
    
    $
    
    
    
    $
    5,568HELOC and second mortgage
    
    
    2,427
    
    
    
    
    
    
    
    2,115
    
    
    
    2,504
    
    
    
    
    
    
    
    1,0261-4 Family
    
    
    6,704
    
    
    
    
    
    
    
    11,612
    
    
    
    6,652
    
    
    
    1,520
    
    
    
    8,310Multifamily
    
    
    180
    
    
    
    
    
    
    
    1,685
    
    
    
    
    
    
    
    
    
    
    
    871Commercial and agricultural
    
    
    2,208
    
    
    
    
    
    
    
    7,626
    
    
    
    2,036
    
    
    
    
    
    
    
    7,603Consumer and other
    
    
    103
    
    
    
    
    
    
    
    11
    
    
    
    1,209
    
    
    
    
    
    
    
    617Total
    
    $
    12,141
    
    
    $
    
    
    
    $
    28,400
    
    
    $
    12,412
    
    
    $
    1,520
    
    
    $
    23,995
   March 31, 2008
    
    
    December 31, 2007
    
    
    ChangeBalance
    
    
    Rate
    
    
    Balance
    
    
    Rate
    
    
    Balance
    
    
    RateNoninterest-bearing demand
    
    $
    36,467
    
    
    
    0.00
    %
    
    $
    35,755
    
    
    
    0.00
    %
    
    $
    712
    
    
    
    0.00
    %Interest-bearing demand
    
    
    87,121
    
    
    
    1.28
    
    
    
    91,132
    
    
    
    1.57
    
    
    
    (4,011
    )
    
    
    (0.29
    )Money market
    
    
    124,477
    
    
    
    3.16
    
    
    
    111,740
    
    
    
    3.57
    
    
    
    12,737
    
    
    
    (0.41
    )Savings
    
    
    36,735
    
    
    
    0.27
    
    
    
    36,963
    
    
    
    0.27
    
    
    
    (228
    )
    
    
    0.00Certificates of deposit  retail
    
    
    397,608
    
    
    
    4.49
    
    
    
    395,016
    
    
    
    4.78
    
    
    
    2,592
    
    
    
    (0.29
    )Certificates of deposit  brokered
    
    
    48,373
    
    
    
    4.49
    
    
    
    21,578
    
    
    
    5.09
    
    
    
    26,795
    
    
    
    (0.60
    )Total deposits
    
    $
    730,780
    
    
    
    3.44
    %
    
    $
    692,184
    
    
    
    3.52
    %
    
    $
    38,596
    
    
    
    (0.08
    %)
  18




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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 March 31, 2008 and 2007
  Net Interest Income
   19




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    2008
    
    
    2007Three Months Ended March 31,
    
    Average
    
    
    Interest
    
    
    Average
    
    
    Average
    
    
    Interest
    
    
    Average(Dollars in thousands)
    
    outstanding
    
    
    earned /
    
    
    yield/
    
    
    outstanding
    
    
    earned /
    
    
    yield/balance
    
    
    paid
    
    
    rate
    
    
    balance
    
    
    paid
    
    
    rateInterest-earning assets:Loans receivable (1)
    
    $
    787,903
    
    
    
    13,404
    
    
    
    6.80
    %
    
    $
    815,633
    
    
    
    14,151
    
    
    
    6.94
    %Securities
    
    
    93,409
    
    
    
    1,076
    
    
    
    4.61
    %
    
    
    110,917
    
    
    
    1,200
    
    
    
    4.33
    %FHLB stock
    
    
    28,816
    
    
    
    375
    
    
    
    5.21
    %
    
    
    28,722
    
    
    
    451
    
    
    
    6.26
    %Cash surrender value of life insurance
    
    
    21,808
    
    
    
    225
    
    
    
    4.13
    %
    
    
    21,018
    
    
    
    231
    
    
    
    4.40
    %Other Interest-bearing accounts
    
    
    12,196
    
    
    
    127
    
    
    
    4.17
    %
    
    
    11,683
    
    
    
    156
    
    
    
    5.34
    %Total interest-earning assets
    
    
    944,132
    
    
    
    15,207
    
    
    
    6.44
    %
    
    
    987,973
    
    
    
    16,189
    
    
    
    6.55
    %Noninterest-earning assets (2)
    
    
    81,743
    
    
    
    
    
    
    
    
    
    
    
    61,688Total average assets
    
    $
    1,025,875
    
    
    
    
    
    
    
    
    
    
    $
    1,049,661Interest-bearing liabilities:Deposits
    
    
    674,181
    
    
    
    6,401
    
    
    
    3.80
    %
    
    
    649,451
    
    
    
    6,004
    
    
    
    3.70
    %FHLB advances and other
    
    
    203,526
    
    
    
    2,203
    
    
    
    4.33
    %
    
    
    261,510
    
    
    
    2,798
    
    
    
    4.28
    %Total interest-bearing liabilities
    
    
    877,707
    
    
    
    8,604
    
    
    
    3.92
    %
    
    
    910,961
    
    
    
    8,802
    
    
    
    3.86
    %Noninterest-bearing deposits
    
    
    38,631
    
    
    
    
    
    
    
    
    
    
    
    32,896Noninterest-bearing liabilities
    
    
    21,737
    
    
    
    
    
    
    
    
    
    
    
    14,302Total average liabilities
    
    
    938,075
    
    
    
    
    
    
    
    
    
    
    
    958,159Total average shareholders equity
    
    
    87,800
    
    
    
    
    
    
    
    
    
    
    
    91,502Total liabilities and shareholders equity
    
    $
    1,025,875
    
    
    
    
    
    
    
    
    
    
    $
    1,049,661Net interest income/Interest rate spread
    
    
    
    
    
    $
    6,603
    
    
    
    2.52
    %
    
    
    
    
    
    $
    7,387
    
    
    
    2.69
    %Net interest margin (3)
    
    
    
    
    
    
    
    
    
    
    2.80
    %
    
    
    
    
    
    
    
    
    
    
    2.99
    %Average interest-earning assets to average
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    107.57
    %
    
    
    
    
    
    
    
    
    
    
    108.45
    %
 
 (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   20




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
      Provision for Losses on Loans
   Other Income
   21




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    General, Administrative and Other Expense
     Federal Income Taxes
  Liquidity and Capital Resources
   22




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
       23




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
   Payments due by periodLessthan
    
    
    1  3
    
    
    3  5
    
    
    More than1 year
    
    
    Years
    
    
    years
    
    
    5 years
    
    
    Total(In thousands)Contractual obligations:Operating lease obligations
    
    $
    248
    
    
    $
    512
    
    
    $
    314
    
    
    $
    448
    
    
    $
    1,522Advances from the FHLB
    
    
    68,790
    
    
    
    62,024
    
    
    
    10,624
    
    
    
    36,218
    
    
    
    177,656Repurchase agreements
    
    
    11,268
    
    
    
    736
    
    
    
    
    
    
    
    
    
    
    
    12,004Certificates of deposit
    
    
    315,099
    
    
    
    123,464
    
    
    
    6,393
    
    
    
    1,024
    
    
    
    445,980Subordinated debentures (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    5,000Ohio equity funds for housing
    
    
    1,481
    
    
    
    1,996
    
    
    
    298
    
    
    
    241
    
    
    
    4,016Amount of commitments expiring per period:Commitments to originate loans:Overdraft lines of credit
    
    $
    951
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    951Home equity lines of credit
    
    
    78,065
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,065One- to four-family and multi-family
loansincludes loans in process
    
    
    24,965
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,965Commercial includes loans in process & lines of credit
    
    
    9,014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,014Letters of credit
    
    
    1,074
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,074Total contractual obligations
    
    $
    510,955
    
    
    $
    188,732
    
    
    $
    17,629
    
    
    $
    42,931
    
    
    $
    760,247
 
 (1)
    
    The subordinated debentures are redeemable, at Camcos option, commencing September 15, 2008.
The debentures mature on September 15, 2037.  To be well-capitalized underFor capital
    
    prompt correctiveActual
    
    Adequacy purposes
    
    action provisionsAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio(Dollars in thousands)Total capital to risk-weighted assets:Camco Financial Corporation
    
    $
    91,361
    
    
    
    12.33
    %
    
    
    3$59,269
    
    
    
    38.0
    %
    
    
    3$74,086
    
    
    
    10.0
    %Advantage Bank
    
    $
    86,278
    
    
    
    11.67
    %
    
    
    3$59,162
    
    
    
    38.0
    %
    
    
    3$73,952
    
    
    
    10.0
    %Tier I capital to risk-weighted assets:Camco Financial Corporation
    
    $
    83,508
    
    
    
    11.27
    %
    
    
    3$29,634
    
    
    
    34.0
    %
    
    
    3$44,452
    
    
    
    6.0
    %Advantage Bank
    
    $
    78,425
    
    
    
    10.60
    %
    
    
    3$29,581
    
    
    
    34.0
    %
    
    
    3$44,371
    
    
    
    6.0
    %Tier I leverage to average assets:Camco Financial Corporation
    
    $
    83,508
    
    
    
    8.14
    %
    
    
    3$41,024
    
    
    
    34.0
    %
    
    
    3$51,281
    
    
    
    5.0
    %Advantage Bank
    
    $
    78,425
    
    
    
    7.70
    %
    
    
    3$40,715
    
    
    
    34.0
    %
    
    
    3$50,893
    
    
    
    5.0
    %
 24




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
      25




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##### Table of Contents



Item 4: Controls and Procedures
   
 PART II
 Legal Proceedings
  Risk Factors
 Camcos announced agreement to merge with First Place Financial Corp.
  Unregistered Sales of Equity Securities and Use of Proceeds
 (a)
    
    Not applicable(b)
    
    Not applicable(c)
    
    On March 27, 2007, the Board of Directors of Camco Financial Corporation
approved a stock repurchase plan under which the company may repurchase up to 5% of its
outstanding common stock. No shares were purchased during the first quarter of 2008
under this plan, and the plan expired. The Board of Directors did not renew the plan in
2008.
 ITEM 3.
    
    Defaults Upon Senior Securities
  ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
  ITEM 5.
    
    Other Information
  26




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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 3(i)
    
    Third Restated Certificate of
Incorporation of Camco Financial
Corporation, as amended
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2003,
Film no. 04668873 (2003 Form 10-K),
Exhibit 3(i)Exhibit 3(ii)
    
    2003 Amended and Restated
By-Laws of Camco Financial
Corporation
    
    Incorporated by reference to Camcos Annual
Report on Form 10-K for the fiscal
year ended December 31, 2006, Exhibit 3(ii)Exhibit 4
    
    Letter of Agreement to Furnish Copies of
Long-term Debt Instruments and
Agreements
    
    Incorporated by reference to Camcos Annual
Report on Form 10-K for the fiscal
year ended December 31, 2007, Exhibit 4Exhibit 10(i)
    
    Employment Agreement dated
January 1, 2001, by and between
Camco Financial Corporation and
Richard C. Baylor
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2001,
Exhibit 10(i)Exhibit 10(ii)
    
    Line of Credit Agreement with
KeyBank
    
    Incorporated by reference to Camcos Annual
Report of Form 10-K for the fiscal
Year ended December 31, 2007, Exhibit 10(ii)Exhibit 10(iii)
    
    Form of 2002 Salary Continuation
Agreement, including individualized
Schedule As for each participant
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 10(iv)Exhibit 10(iv)
    
    Form of 1996 Salary Continuation
Agreement, including Schedule As
for D. Edward Rugg and Edward A.
Wright
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2004
(2004 Form 10-K), Exhibit 10(iv)Exhibit 10(v)
    
    Form of Executive Deferred
Compensation Agreement
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 10(vi)Exhibit 10(vi)
    
    First Ashland Financial Corporation
1995 Stock Option and Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on June 10, 2002, File Number 333-90142, Exhibit 4.01Exhibit 10(vii)
    
    Incentive Stock Option Award
Agreement Pursuant to the First
Ashland Financial Corporation
1995 Stock Option and Incentive
Plan
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2004
(2004 Form 10-K), Exhibit 10(vii)Exhibit 10(viii)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the First
Ashland Financial Corporation
1995 Stock Option and Incentive
Plan
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2004
(2004 Form 10-K), Exhibit 10(viii)Exhibit 10(ix)
    
    Camco Financial Corporation 2002
Equity Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on June 10, 2002, File
Number 333-90152, Exhibit 4.01Exhibit 10(x)
    
    Incentive Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2002 Equity
and Incentive Plan
    
    Incorporated by reference to Camcos
Form 8-K filed on February 2, 2005,
film no. 05570393 (2005 8-K),
Exhibit 10.5
 27




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##### Table of Contents



Exhibit 10(xi)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2002 Equity
and Incentive Plan
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2004
(2004 Form 10-K), Exhibit 10(xi)Exhibit 10(xii)
    
    Camco Financial Corporation 1995
Stock Option and Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on June 10, 2002, File
Number 333-90166, Exhibit 4.01Exhibit 10(xiii)
    
    Westwood Homestead Financial
Corporation 1997 Stock Option Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on January 5, 2000,
File Number 333-94113, Exhibit 4.01Exhibit 10(xiv)
    
    Incentive Stock Option Award
Agreement Pursuant to the Westwood
Homestead Financial Corporation
1997 Stock Option Plan
    
    Incorporated by reference to the 2005
8-K, Exhibit 10.4Exhibit 10(xv)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Westwood
Homestead Financial Corporation
1997 Stock Option Plan
    
    Incorporated by reference to the 2005
8-K, Exhibit 10.3Exhibit 10(xvi)
    
    Summary of Bonus Plan
    
    Incorporated by reference to Camcos Annual
Report of Form 10-K for the fiscal year
ended December 31, 2007, Exhibit 10(xvi)Exhibit 10(xvii)
    
    Change of Control Agreement
including Attachment A listing
participants
    
    Incorporated by reference to Camcos Annual
Report of Form 10-K for the fiscal year
ended December 31, 2007, Exhibit 10(xvii)Exhibit 11
    
    Statement regarding computation of
per share earnings
    
    Incorporated by reference to Note 4 to the
Consolidated Financial Statements on page
11 of this Form 10-QExhibit 13
    
    2007 Annual Report to Stockholders
    
    Incorporated by reference to Camcos Annual
Report of Form 10-K for the fiscal year
ended December 31, 2007, Exhibit 13Exhibit 31(i)
    
    Section 302 certification by
Chief Executive OfficerExhibit 31(ii)
    
    Section 302 Certification by
Chief Financial OfficerExhibit 32(i)
    
    Section 1350 certification by
Chief Executive OfficerExhibit 32(ii)
    
    Section 1350 certification by
Chief Financial Officer
 28




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##### Table of Contents



SIGNATURES
  Date:
    
    May 12, 2008
    
    By:
    
    /s/ Richard C. Baylor

Richard C. Baylor 
Chief Executive OfficerDate:
    
    May 12, 2008
    
    By:
    
    /s/ Eric S. Nadeau

Eric S. Nadeau 
Chief Financial Officer
 29