Use these links to rapidly review the documentAnnual Report on Form 10-K Table of Contents TABLE OF CONTENTS PART IV

Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                to                .


Commission file number 0-19972



HF FINANCIAL CORP.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

46-0418532(I.R.S. Employer
Identification No.)225 South Main Avenue,
Sioux Falls, SD(Address of principal executive offices)

57104(ZIP Code)


Registrant's
telephone number, including area code:(605) 333-7556

Securities
registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share

Securities
registered pursuant to Section 12(g) of the Act: None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company ý


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last
business day of the registrant's most recently completed second fiscal quarter, December 31, 2010, was approximately $70.1 million.

As
of September 1, 2011, there were 6,973,973 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain
information required by Part III of this document is incorporated by reference herein to specific portions of the registrant's definitive proxy statement to be delivered
to stockholders in connection with the 2011 Annual Meeting of Stockholders.



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Annual Report on Form 10-K  Table of Contents



Page NumberPART IItem 1.

Business


2Item 1A.

Risk Factors


42Item 1B.

Unresolved Staff Comments


56Item 2.

Properties


56Item 3.

Legal Proceedings


56Item 4.

[Removed and Reserved]


56PART IIItem 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


57Item 6.

Selected Financial Data


60Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations


64Item 7A.

Quantitative and Qualitative Disclosures About Market Risk


93Item 8.

Financial Statements and Supplementary Data


95Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


165Item 9A.

Controls and Procedures


165Item 9B.

Other Information


165PART IIIItem 10.

Directors, Executive Officers and Corporate Governance


165Item 11.

Executive Compensation


166Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


166Item 13.

Certain Relationships and Related Transactions, and Director Independence


166Item 14.

Principal Accounting Fees and Services


167PART IVItem 15.

Exhibits and Financial Statement Schedules


168


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Forward-Looking Statements

This Annual Report on Form 10-K ("Form 10-K"), as well as other reports issued by HF Financial
Corp. (the "Company") include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. In addition, the Company's management may make forward-looking statements orally to the media, securities analyst, investors and others from time to time. Forward-looking statements
can be identified by the fact that they do not relate strictly to historical or current facts. Words such as "optimism," "look-forward," "bright," "believe," "expect," "anticipate,"
"intend," "hope," "plan," "estimate" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may," are intended to identify these forward-looking
statements.

These
forward-looking statements might include one or more of the following:



Forward-looking
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations
or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:



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Forward-looking
statements speak only as of the date they are made. Forward- looking statements are based upon management's then-current beliefs and assumptions, but
management does not give any assurance that such beliefs and assumptions will prove to be correct. We undertake no obligation to publicly update or revise any forward-looking statements included or
incorporated by reference in this Form 10-K or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information,
future events or otherwise, except to the extent required by federal securities laws. Based upon changing conditions, should any one or more of the above risks or uncertainties materialize, or should
any of our underlying beliefs or assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statement.

References
in this Form 10-K to "we," "our," "us" and other similar references are to the Company, unless otherwise expressly stated or the context requires otherwise.

PART I

Item 1.Business

This section should be read in conjunction with the following parts of this Form 10-K: Part II,
Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" and
Part II, Item 8, "Financial Statements and Supplementary Data."

The Company

HF Financial Corp. is a unitary thrift holding company that was formed in November 1991 for the purpose of owning all of the
outstanding stock of Home Federal Bank (the "Bank"), its principal banking subsidiary. The Company acquired all of the outstanding stock of the Bank on April 8, 1992. Effective as of
July 21, 2011, the Company is regulated as a savings and loan holding company by the Board of Governors of the Federal Reserve System ("Federal Reserve"). The Company is incorporated under the
laws of the State of Delaware and generally is authorized to engage in any activity that is permitted by the Delaware General Corporation Law. The Company's primary business is to operate the Bank.
Unless otherwise indicated, all matters discussed in this Form 10-K relate to the Company and its direct and indirect subsidiaries, including, without limitation, the Bank. See
"Subsidiary Activities" below for further information regarding the subsidiary operations of the Company and the Bank.

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The
executive offices of the Company and its direct and indirect subsidiaries are located at 225 South Main Avenue, Sioux Falls, South Dakota, 57104. The Company's
telephone number is (605) 333-7556.

Website and Available Information

The website for the Company and the Bank is located atwww.homefederal.com.Information
on this website does not constitute part of this Form 10-K.

The
Company makes available, free of charge, its Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K
and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable
after such forms are filed with or furnished to the U.S. Securities and Exchange Commission ("SEC"). Copies of these documents are available to stockholders upon request addressed to the Secretary of
the Company at 225 South Main Avenue, Sioux Falls, South Dakota, 57104.

The Bank

The Bank was founded in 1929 and is a federally chartered stock savings bank headquartered in Sioux Falls, South Dakota. The Bank
provides full-service consumer and commercial business banking, including an array of financial products and services, to meet the needs of its marketplace. The Bank attracts deposits from
the general public and uses such deposits, together with borrowings and other funds, to originate one- to four-family residential loans, commercial business loans, agriculture
loans, consumer loans, multi- family and commercial real estate loans and construction loans. The Bank's consumer direct loan portfolio includes, among other things, automobile loans, home equity
loans, loans secured by deposit accounts and student loans.

Through
its trust department, the Bank acts as trustee, personal representative, administrator, guardian, custodian, agent, advisor and manager for various accounts. As of
June 30, 2011, the trust department of the Bank maintained approximately $92.4 million in assets under management. Wealth management has become a strategic focus of the Bank, and the
Bank has added expertise in portfolio management and business development to enhance this business line to drive future growth in assets under management and fee income.

The
Bank also purchases agency residential mortgage-backed securities and invests in U.S. Government and agency obligations and other permissible investments. The Bank receives loan
servicing income on loans serviced for others and commission income from credit life insurance on consumer loans. The Bank, through its wholly-owned subsidiaries, offers annuities, mutual funds, life
insurance and other financial products and services, as well as equipment leasing services.

The
Bank's deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC") as administrator of the Deposit Insurance Fund ("DIF"). Effective as of
July 21, 2011, the Bank is subject to primary supervision, regulation and examination by the Office of the Comptroller of the Currency ("OCC").

Segments

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated
regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company's reportable segments are "banking" (including leasing activities) and
"other." The "banking" segment is conducted through the Bank and Mid America Capital Services, Inc. ("Mid America Capital") and the "other" segment is composed of smaller
non-reportable segments, the Company and inter-segment eliminations. For

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financial
information by segment see Note 1 of "Notes to Consolidated Financial Statements," which is included in Part II, Item 8, "Financial Statements and Supplementary Data" of
this Form 10-K.

Subsidiary Activities

In addition to the Bank, the Company had six other wholly-owned subsidiaries as of June 30, 2011: HF Financial
Group, Inc. ("HF Group"), HF Financial Capital Trust III ("Trust III"), HF Financial Capital Trust IV ("Trust IV"), HF Financial Capital Trust V ("Trust V"), HF Financial Capital
Trust VI ("Trust VI") and HomeFirst Mortgage Corp. (the "Mortgage Corp.").

In
August 2002, the Company formed HF Group, a South Dakota corporation. HF Group previously marketed software to facilitate employee benefits administration, payroll processing and
management and governmental reporting. HF Group no longer actively markets this software and had immaterial operations in 2011. Intercompany interest income is eliminated in the preparation of
consolidated financial statements.

In
December 2002, the Company formed Trust III, a Delaware corporation, for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures
of the Company. These subordinated debentures constitute the sole asset of Trust III.

In
September 2003, the Company formed Trust IV, a Delaware corporation, for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures
of the Company. These subordinated debentures constitute the sole asset of Trust IV.

In
December 2006, the Company formed Trust V, a Delaware corporation, for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of
the Company. These subordinated debentures constitute the sole asset of Trust V.

In
July 2007, the Company formed Trust VI, a Delaware corporation, for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of the
Company. These subordinated debentures constitute the sole asset of Trust VI.

The
Mortgage Corp., a South Dakota corporation formed in September 1994, was previously engaged in the business of originating one- to four-family residential
mortgage loans, which were sold into the secondary market. The Mortgage Corp. had no activity during fiscal 2010 and fiscal 2011.

As
a federally chartered thrift institution, the Bank is permitted by OCC regulations to invest up to 2% of its assets in the stock of, or loans to, service corporation subsidiaries. The
Bank may invest an additional 1% of its assets in service corporations where such additional funds are used for inner-city or community development purposes. The Bank currently has less
than 1% of its assets in investments in its subsidiary service corporations as defined by the OCC. In addition to investments in service corporations, the Bank is permitted to invest an unlimited
amount in operating subsidiaries engaged solely in activities in which the Bank may engage directly.

The
Bank has four wholly-owned subsidiaries, Hometown Investment Services, Inc. ("Hometown"), Mid America Capital Services, Inc. ("Mid America Capital"),
Mid-America Service Corporation ("Mid-America") and PMD, Inc. ("PMD"). Home Federal Securitization Corp. ("HFSC") was a wholly-owned subsidiary, but was dissolved during
fiscal year 2010.

Hometown,
a South Dakota corporation formed in February 1951, provides financial and insurance products to customers of the Bank and members of the general public in the Bank's market
area. Insurance products offered by Hometown primarily include annuities and life insurance products. Hometown obtains its funding via a line of credit from the Bank. Banking regulations do not limit
the amount of funding provided to an operating subsidiary. In June 2010, the Bank advanced $100,000 for the purchase of common stock of the subsidiary. As of June 30, 2011, there were no
advances on an

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approved
line of credit of $75,000. Intercompany interest income and interest expense are eliminated in the preparation of consolidated financial statements.

Mid
America Capital, a South Dakota corporation formed in October 1990, specializes in equipment finance leasing. Mid America Capital obtains its funding through a line of credit from
the Bank. Banking regulations do not limit the amount of funding provided to an operating subsidiary. As of June 30, 2011, Mid America Capital had advanced $4.3 million on an approved
line of credit of $35.0 million with the Bank. In August of 2011, the approved line of credit was reduced to $7.5 million. Intercompany interest income and interest expense are
eliminated in the preparation of consolidated financial statements.

Mid-America,
a South Dakota corporation formed in August 1971, in the past provided residential appraisal services to the Bank and other lenders in the Bank's market.
Mid-America had no activity during fiscal 2010 and fiscal 2011.

PMD,
a South Dakota corporation formed in January 1992, in the past was engaged in the business of buying, selling and managing repossessed real estate properties. PMD had no activity
during fiscal 2010 and fiscal 2011.

HFSC,
a Delaware corporation formed in January 2003, existed for the sole purpose of buying motor vehicle installment loans from the Bank to be securitized. HFSC had no activity during
fiscal 2010 and was dissolved effective March 24, 2010.

Market Area

Based on total assets at June 30, 2011, the Bank is the largest savings association headquartered in South Dakota. The Bank has
a total of 34 banking centers in its market area and one Internet branch located atwww.homefederal.com.The Bank's primary market area includes
communities located in eastern and central South Dakota, including the Sioux Falls metropolitan statistical area (MSA), and the cities of Pierre, Mitchell, Aberdeen, Brookings, Dakota Dunes,
Watertown, and Yankton. The Bank has a banking center in Marshall, Minnesota, which serves customers located in southwestern Minnesota, and a banking center in Bloomington, Minnesota, which serves
customers in the metropolitan area of the Twin Cities. The banking center located in Dakota Dunes also serves customers located in northwestern Iowa. The Bank's primary market area features a variety
of agribusiness, financial services, health care and light manufacturing firms. The Internet branch allows access to customers beyond traditional geographical areas.

Mid
America Capital provides services to customers primarily in a five-state area in the upper Midwest, but originations can and have expanded nationwide based on
relationships developed with existing Bank customers and other vendor relationships.

Business Strategy

The Company's business strategy is to remain a community-focused financial institution and to grow and improve its profitability
by:



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Lending Activities

The Bank originates a variety of loans including one- to four-family residential loans, commercial business
loans, agriculture loans, consumer loans, multi-family and commercial real estate loans, and construction loans. Consumer loans include loans for automobile purchases, home equity and home improvement
loans and student loans.

Business Banking

Commercial Business Lending.In order to serve the needs of the local business community and improve the interest rate sensitivity and
yield of its
assets, the Bank originates adjustable- and fixed-rate commercial loans. Interest rates on commercial business loans generally adjust or float with a designated national index plus a
specified margin. The Bank's commercial business lending activities encompass loans with a variety of purposes and security, including loans to finance accounts receivable, inventory and equipment and
business expansion within the Bank's market area. The Bank originates commercial business loans directly and through programs sponsored by the Small Business Administration ("SBA") of which a portion
of such loans are also guaranteed in part by the SBA. The Bank generally originates commercial business loans for its portfolio and retains the servicing with respect to such loans. The Bank
anticipates continued expansion and emphasis of its commercial business lending, subject to market conditions and the Home Owners' Loan Act ("HOLA") restrictions. See
"RegulationLoan and Investment Powers" below for HOLA restrictions.

Commercial
business loans typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. As a result, the availability of
funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself (which, in turn, may be dependent upon the general economic environment). The
Bank's commercial business loans are typically secured by the assets of the business, such as accounts receivable, equipment and inventory. However, the collateral securing the loans may depreciate
over time, may be difficult to appraise and may fluctuate in value based on the success of the business. Whenever possible, the Bank's commercial business loans include personal guarantees of the
borrowers. In addition, the loan officer may perform on-site visits, obtain financial statements and perform a financial review of the loan.

Multi-Family and Commercial Real Estate Lending.The Bank engages in multi-family and commercial real estate lending primarily in South
Dakota and
the adjoining Midwestern states. These lending activities may include existing property or new construction development or purchased loans,

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including
loans to builders and developers for the construction of one- to four-family residences and condominiums and the development of one- to
four-family lots.

Loans
secured by multi-family and commercial real estate properties are generally larger and involve a greater degree of credit risk than one- to four-family
residential mortgage loans. Because payments on loans secured by multi-family and commercial real estate properties are often dependent on the successful operation or management of the properties,
repayment of such loans may be subject to adverse conditions in the real estate market or the economy. If the cash flow from the project is reduced (for example, if leases are not obtained or
renewed), the borrower's ability to repay the loan may be impaired. In addition, loans secured by property outside of the Bank's primary market area may contain a higher degree of risk due to the fact
that the Bank may not be as familiar with market conditions where such property is located. The Bank does not have a material concentration of multi-family or commercial real estate loans outside of
South Dakota and the adjoining Midwestern states.

The
Bank presently originates adjustable-rate, short-term balloon payment, fixed-rate multi-family and commercial real estate loans. The Bank's
multi-family and commercial real estate loan portfolio is secured primarily by apartment buildings and owner occupied and non-owner occupied commercial real estate. The terms of such loans
are negotiated on a case-by-case basis. Commercial real estate loans generally have terms that do not exceed 25 years. The Bank has a variety of rate adjustment
features, call provisions and other terms in its multi-family and commercial real estate loan portfolio. Generally, the loans are made in amounts up to 80% of the appraised value of the collateral
property and with debt service coverage ratios of 115% or higher. The debt service coverage is the ratio of net cash from operations divided by payments of debt obligations. However, these percentages
may vary depending on the type of security and the guarantor. Such loans provide for a negotiated margin over a designated national index. The Bank analyzes the borrower's financial condition, credit
history, prior record for producing sufficient income from similar loans, and references as well as the reliability and predictability of the net income generated by the property securing the loan.
The Bank generally requires personal guarantees of borrowers.

Depending
on the circumstances of the security of the loan or the relationship with the borrower, the Bank may decide to sell participations in the loan. The sale of participation
interests in a loan are necessitated by the amount of the loan or the limitation of loans-to-one borrower. See
"RegulationLoans-to-One Borrower" for a discussion of the loans-to-one borrower
regulations. In return for
servicing these loans for the participants, the Bank generally receives a fee and income is received at loan closing from loan fees and discount points. Appraisals on properties securing multi-family
and commercial real estate loans originated by the Bank are performed by appraisers approved pursuant to the Bank's appraisal policy.

The
Bank also makes loans to developers for the purpose of developing one- to four-family lots. These loans typically have terms of one year and carry floating
interest rates based on a national designated index. Loan commitment and partial release fees are charged. These loans generally provide for the payment of interest and loan fees from loan proceeds.
The principal balance of these loans is typically paid down as lots are sold. Builder construction and development loans are obtained principally through continued business from developers and
builders who have previously borrowed from the Bank, as well as broker referrals and direct solicitations of developers and builders. The application process includes a submission to the Bank of
plans, specifications and costs of the project to be constructed or developed. These items are used as a basis to determine the appraised value of the subject property. Loans are based on the lesser
of current appraised value and/or the cost of construction (land plus building), and land development loans are generally originated with a maximum loan-to-value ratio of 65%
based upon an independent appraisal.

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The
HOLA includes a provision that limits the Bank's non-residential real estate lending to no more than four times its total capital. This maximum limitation, which at
June 30, 2011 was $462.8 million, has not materially limited the Bank's lending practices.

Under
HOLA, the maximum amount which the Bank may lend to any one borrower is 15% of the Bank's unimpaired capital and surplus, or $18.8 million at June 30, 2011. Loans in
an amount equal to an additional 10% of unimpaired capital and surplus may be made to the same borrower if such loans are fully secured by readily marketable collateral. The Bank may request a waiver
from the OCC to exceed the 15% loans-to-one borrower limitation on a case-by-case basis. See
"RegulationLoans-to-One Borrower" for more information and a discussion of the loans-to-one
borrower regulations.

Construction Lending.The Bank makes construction loans to individuals for the construction of their residences, as well as loans to
builders and
developers for the construction of single family and multi-family residential properties, in the Bank's primary market area.

Construction
loans to individuals for their residences are structured to be converted to mortgage loans at the end of the construction phase, which typically runs six to twelve months.
Residential construction loans are generally underwritten pursuant to the same guidelines used for originating residential mortgage loans.

The
Bank makes loans for the construction of multi-family residential properties. Such loans are generally made at adjustable- rates, which adjust periodically based on the appropriate
index.

Construction
loans are generally originated with a maximum loan-to-value ratio of 80%, and up to 90% on loans to individuals for construction of their residence,
based upon an independent appraisal. Because of the uncertainties inherent in estimating development and construction costs and the market for the project upon completion, it is relatively difficult
to evaluate accurately the total loan funds required to complete a project, the related loan-to-value ratios and the likelihood of ultimate success of the project. Construction
and development loans to borrowers other than owner occupants also involve many of the same risks discussed above regarding multi-family and commercial real estate loans and tend to be more sensitive
to general economic conditions than many other types of loans.

Prior
to making a commitment to fund a construction loan, the Bank requires an appraisal of the property, or, for larger projects, both an appraisal and a study of the feasibility of the
proposed project. The Bank's construction loan policy provides for the inspection of properties by independent in-house and outside inspectors at the commencement of construction and prior
to disbursement of funds during the term of the construction loan.

Agricultural Loans.In order to serve the needs of the local agricultural community and improve the interest rate sensitivity and yield
of its
assets, the Bank originates agricultural loans through its agricultural division. The agricultural division offers loans to its customers such as: (i) operating loans that are used to fund the
borrower's operating expenses, which typically have a one year term and are indexed to the national prime rate; (ii) term loans on machinery, equipment and breeding stock that may have a term
up to seven years and require annual payments; (iii) agricultural farmland term loans that are used to finance (or refinance) land purchases; (iv) specialized loans to fund facilities
and equipment for livestock confinement enterprises; and (v) loans to fund ethanol plant development. Agriculture real estate loans typically will have personal guarantees of the borrowers, a
first lien on the real estate, interest rates adjustable to the national prime rate or Treasury Note rates, and annual, quarterly or monthly payments. Operating and term loans are secured by farm
chattels (crops, livestock, machinery, etc.), which are the operating assets of the borrower. The Bank also originates agricultural loans directly and through programs sponsored by the Farmers Service
Agency ("FSA") of which a portion of such loans are also guaranteed in part by the FSA. The Bank also provides financing for part-time farmers and their primary residences. These loans are
for customers who derive the majority

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of
their income from non-farming related sources but do derive a portion of their income from the property they are financing. These loans are typically sold to Farmer Mac with the Bank
providing the ongoing servicing. For these services the Bank is paid an annual servicing fee from Farmer Mac.

Loan
customers are required to supply current financial statements, tax returns and cash flow projections which are updated on an annual basis. In addition, on major loans, the loan
officer will perform an annual farm visit, obtain financial statements and perform a financial review of the loan.

Mortgage Lending

One- to Four-Family Residential Mortgage Lending.One- to four-family residential mortgage loan
originations are primarily generated by the Bank's marketing efforts, its present customers, walk-in customers, phone or internet customers and referrals from real estate agents and
builders. The Bank has focused its lending efforts primarily on the origination of loans secured by first mortgages on owner-occupied, one- to four-family residences.

The
Bank currently makes 15-, 20- and 30-year fixed- and adjustable-rate one- to four-family residential mortgage
("ARM") loans at loan-to-value ratios consistent with Federal National Mortgage Association("FNMA")/Federal Home Loan Mortgage Corporation("FHLMC") guidelines.
Loan-to-values exceeding 80% are required to include private mortgage insurance in an amount sufficient to reduce the Bank's or the investor's exposure at or below the 80%
level or secure additional financing up to currently 90% of the value of the property. The Bank generally offers an ARM loan with a fixed rate for the initial three, five or seven years, which then
converts to a one-year annual rate reset ARM for the remainder of the life of the loan. These loans provide for an annual cap and a lifetime cap at a set percent over the fully-indexed
rate.

The
Bank also offers a portfolio loan product that is a seven-year balloon loan that is fully payable at the end of the balloon term.

The
Bank also offers fixed-rate 15- to 30-year mortgage loans that conform to secondary market standards. Interest rates charged on these
fixed-rate loans are competitively priced on a daily basis according to market conditions. Residential loans generally do not include prepayment penalties.

The
Bank also originates fixed-rate one- to four-family residential mortgage loans through the South Dakota Housing Development Authority ("SDHDA")
program. These loans generally have terms not to exceed 30 years and are insured by the Federal Housing Administration ("FHA"), Veterans Administration ("VA"), Rural Development or private
mortgage insurance. The Bank receives an origination fee of 1% of the loan amount from the borrower and a servicing fee of generally 0.38% from the SDHDA for these services. The servicing fee rate may
subsequently decline to a minimum of 0.25% based on delinquency characteristics. The Bank is the largest servicer of loans for the SDHDA. At June 30, 2011, the Bank serviced
$935.2 million of mortgage loans for the SDHDA. See Note 4 of "Notes to Consolidated Financial Statements," which is included in Part II, Item 8, "Financial Statements and
Supplementary Data" in this Form 10-K, for information on loan servicing.

In
underwriting one- to four-family residential mortgage loans, the Bank evaluates both the borrower's ability to make monthly payments and the value of the
property securing the loan. The property that secures the real estate loans made by the Bank is appraised by an appraiser approved under the Bank's appraisal policy. The Bank requires borrowers to
obtain title, fire and casualty insurance in an amount not less than the amount of the loan. Real estate loans originated by the Bank contain a "due-on-sale" clause allowing
the Bank to declare the unpaid principal balance due and payable upon the sale of the collateral property.

The
Bank offers online mortgage capabilities through QuickClick Online Mortgage Solutions, a service that allows customers to check rates, research loan options and complete
mortgage applications

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via
the Bank's website. This service is currently available to all branch locations in South Dakota and Minnesota.

Consumer Lending

Other Consumer Lending.The Bank's management considers its consumer loan products to be an important component of its lending
strategy.
Specifically, consumer loans generally have shorter terms to maturity and carry higher rates of interest than one- to four-family residential mortgage loans. In addition, the
Bank's management believes that the offering of consumer loan products helps to expand and create stronger ties to its existing customer base by increasing the number of customer relationships and
providing cross-marketing opportunities.

The
Bank's consumer direct loan portfolio includes, among other types, automobile loans, home equity loans, loans secured by deposit accounts and student loans. Consumer loan terms vary
according to the type of collateral, length of contract and creditworthiness of the borrower. The Bank offers both open- and closed-end credit. Overdraft lending is extended
through lines of credit that are tied to a checking account. The credit lines generally bear interest at 18% and are generally limited to no more than $2,000. Loans secured by deposit accounts at the
Bank are currently originated for up to 90% of the account balance (although historically the Bank has loaned up to 100% of the account balance), with a hold placed on the account restricting the
withdrawal of the account balance. The interest rate on such loans is typically equal to 2% above the contract rate.

Loans
secured by second mortgages, together with loans secured by all prior liens, are generally limited to a maximum of 90% of the appraised or assessed value of the property securing
the loan and generally have maximum terms that do not exceed 10 years.

The
underwriting standards employed by the Bank for consumer loans include an application, a determination of the applicant's payment history on other debts, and an assessment of the
ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the
applicant is a primary consideration, the underwriting process also includes an analysis of the value of the security, if any, in relation to the proposed loan amount.

Consumer
loans may entail greater credit risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable
assets, such as automobiles or boats. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a
result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, thus are more likely to be
affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on
such loans.

Leasing Activities

General.Through its wholly owned subsidiary, Mid America Capital, the Bank originates commercial and municipal leases. These products
have a fixed
interest rate for the duration of the lease with terms typically ranging from 24 to 60 months. The leases generally are 100% financed with either the first or first and last months' payments
due at lease inception. As a result of the 100% financing and fixed interest rate, the yield on leases is higher than similar type lending products.

Leases
are originated generally in the Bank's trade area in the upper Midwest. All leases are secured by the equipment leased, with personal guarantees of the borrowers normally obtained
on commercial leases.

Commercial Leases.In order to support the Bank and its customers and to improve the yield of its assets, Mid America Capital originates
commercial
leases to customers primarily in the Bank's trade

10

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Table of Contents

area.
Mid America Capital basically offers two types of commercial leases: capital and tax leases. Leases encompass a wide variety of equipment for a variety of commercial uses. The customer base
tends to be small- to medium-sized businesses that view leasing as another financing option that augments their overall operation. Repayment terms tend to be monthly in nature. As with commercial
loans, commercial leases typically are made on the basis of the borrower's ability to make repayment from the cash flow of their business. As a result, the availability of funds for the repayment of
commercial leases may be substantially dependent on the success of the business itself. The collateral securing the leases will generally depreciate over time, may be difficult to appraise and may
fluctuate in value based on the success of the business.

Municipal Leases.The Bank and Mid America Capital also originate leases to municipal entities such as cities, counties, and public
schools. The
lessee must be a political subdivision of the state in order to qualify as a municipal lease. Because the interest income earned on this type of lease is exempt from federal income taxes, the rate
offered to the municipality is usually substantially lower than a comparable commercial lease. Repayment terms generally are on a monthly, semi-annual or annual basis. Residual values are
$1.00 for municipal leases.

Repayment
is based on the municipality's ability to levy and collect taxes. Assuming the municipality has a bond rating, that bond rating, together with audited financial statements, are
the basis for the lease. On larger leases, bond ratings and financial statements will be reviewed annually.

Loan and Lease Portfolio Composition.Over the past several years, the Company has transformed its loan and lease portfolio from
predominantly
one-to four-family residential and consumer loans to a more diverse portfolio including commercial and agricultural loans. As part of the Company's business strategy to build
the commercial, commercial real estate and agricultural portfolio segments, the Bank has hired several bankers with significant commercial and agricultural lending experience, which has led to
successful growth results across these business lines. The Company's commercial, commercial real estate and agricultural portfolio segments have increased to 78.4% of the Company's total loan and
lease portfolio at June 30, 2011, while its residential and consumer portfolio segments have decreased to 21.6%. At the same time, the Company continues to prioritize and invest in mortgage
lending as it believes this to be a core component of its personal banking strategy.

11

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Table of Contents

The following table sets forth information concerning the composition of the Company's loan and lease portfolio from continuing operations in dollar amounts and
in percentages (before deductions for the undisbursed portion of loans in process, deferred fees and discounts and allowance for losses) as of the dates indicated.

At June 30,2011

2010

2009

2008

2007Amount

Percent
of Total

Amount

Percent
of Total

Amount

Percent
of Total

Amount

Percent
of Total

Amount

Percent
of Total(Dollars in Thousands)One- to four-family(1)

$
69,205


8.11
%
$
93,247


10.04
%
$
94,237


10.59
%
$
108,546


13.36
%
$
125,525


15.97
%Multi-family(2)


49,682


5.82


50,538


5.44


49,054


5.51


46,118


5.68


34,126


4.34Commercial business(2)


104,900


12.29


104,576


11.26


116,231


13.05


125,340


15.43


100,236


12.75Commercial real estate


225,749


26.44


227,874


24.52


221,246


24.85


185,038


22.77


181,121


23.04Agricultural real estate


112,911


13.23


118,956


12.80


102,676


11.53


78,043


9.60


48,030


6.11Construction


25,195


2.95


32,743


3.52


12,827


1.44


8,286


1.02


18,674


2.38Equipment finance leases(2)


6,233


0.73


10,549


1.13


15,880


1.78


19,250


2.37


22,267


2.83Agricultural business


139,169


16.30


154,860


16.67


134,331


15.09


91,934


11.31


69,608


8.86Consumer Loans:Automobile


16,407


1.92


23,420


2.52


36,359


4.08


58,807


7.24


98,238


12.50Deposit account


1,279


0.15


1,438


0.15


1,645


0.19


1,580


0.19


1,772


0.23Student(3)


908


0.11


4,893


0.53


5,993


0.67


614


0.08


263


0.03Junior liens on mortgages


94,037


11.01


97,031


10.44


91,570


10.28


81,250


10.00


79,113


10.06Other


7,983


0.94


9,066


0.98


8,367


0.94


7,727


0.95


7,079


0.90Total consumer loans


120,614


14.13


135,848


14.62


143,934


16.16


149,978


18.46


186,465


23.72Total gross loans and leases


853,658


100.00
%

929,191


100.00
%

890,416


100.00
%

812,533


100.00
%

786,052


100.00
%Less:Undisbursed portion of loans in process


(15,600
)




(30,973
)




(23,791
)




(19,834
)




(10,387
)Deferred fees and discounts


(574
)




(652
)




(462
)




(193
)




582Allowance for losses


(14,315
)




(9,575
)




(8,470
)




(5,933
)




(5,872
)Total loans and leases receivable, net

$
823,169




$
887,991




$
857,693




$
786,573




$
770,375


(1)Includes
one- to four-family loans held for sale.(2)Includes
tax-exempt loans and leases.(3)Includes
student loans held for sale.


12

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Table of Contents

The following table sets forth the composition of the Company's loan and lease portfolio from continuing operations by fixed- and adjustable-rate in
dollar amounts and in percentages (before deductions for the undisbursed portion of loans in process, deferred fees and discounts and allowance for losses) as of the dates indicated.
Adjustable-rate loans are tied to various indices including prime rate and the treasury yield curve and have reset dates ranging from daily to several years.

At June 30,2011

2010

2009

2008

2007Amount

Percent
of Total

Amount

Percent
of Total

Amount

Percent
of Total

Amount

Percent
of Total

Amount

Percent
of Total(Dollars in Thousands)Fixed-Rate Loans and Leases:One- to four-family(1)

$
48,092


5.64
%
$
71,340


7.68
%
$
68,547


7.70
%
$
76,392


9.40
%
$
89,086


11.33
%Multi-family, commercial real estate & construction(2)


51,037


5.98


58,876


6.34


47,176


5.30


56,500


6.95


70,068


8.91Commercial business(2)


30,504


3.57


36,696


3.95


38,775


4.35


51,011


6.28


50,978


6.49Agricultural real estate


30,397


3.56


25,508


2.74


23,552


2.64


23,841


2.93


13,591


1.73Consumer(3)


60,600


7.10


78,264


8.42


93,546


10.51


110,702


13.63


146,686


18.66Agricultural business


28,179


3.30


32,199


3.46


24,988


2.81


17,020


2.09


14,007


1.78Equipment finance leases(2)


6,233


0.73


10,549


1.13


15,880


1.78


19,250


2.37


22,267


2.83Total fixed-rate loans and leases


255,042


29.88


313,432


33.72


312,464


35.09


354,716


43.65


406,683


51.73Adjustable-Rate Loans:One- to four-family(1)


21,114


2.47


21,907


2.36


25,690


2.88


32,154


3.96


36,439


4.64Multi-family, commercial real estate & construction


249,590


29.24


252,280


27.15


235,951


26.50


182,942


22.52


163,853


20.85Commercial business


74,396


8.71


67,879


7.31


77,456


8.70


74,329


9.15


49,258


6.27Agricultural real estate


81,806


9.58


93,448


10.06


79,124


8.89


54,202


6.67


34,439


4.38Consumer


60,013


7.03


57,584


6.20


50,388


5.66


39,276


4.83


39,779


5.06Agricultural business


111,697


13.09


122,661


13.20


109,343


12.28


74,914


9.22


55,601


7.07Total adjustable-rate loans


598,616


70.12


615,759


66.28


577,952


64.91


457,817


56.35


379,369


48.27Total loans and leases


853,658


100.00
%

929,191


100.00
%

890,416


100.00
%

812,533


100.00
%

786,052


100.00
%Less:Undisbursed portion of loans in process


(15,600
)




(30,973
)




(23,791
)




(19,834
)




(10,387
)Deferred fees and discounts


(574
)




(652
)




(462
)




(193
)




582Allowance for loan and lease losses


(14,315
)




(9,575
)




(8,470
)




(5,933
)




(5,872
)Total loans and leases receivable, net

$
823,169




$
887,991




$
857,693




$
786,573




$
770,375


(1)Includes
one- to four-family loans held for sale.(2)Includes
tax-exempt loans and leases.(3)Includes
student loans held for sale.


13

---



Table of Contents

The following schedule illustrates the scheduled principal contractual repayments of the Company's loan and lease portfolio at June 30, 2011. The schedule
does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses.

Real Estate

Non-Real EstateOne- to Four-
Family(1)

Multi-
Family(4)

Commerical

Agricultural

Construction

Consumer(2)

Commercial
Business(3)

Agricultural

Total(Dollars in Thousands)Due in less than 1 year

$
3,935

$
3,661

$
35,042

$
19,904

$
6,647

$
18,551

$
66,210

$
120,611

$
274,561Due in 1 to 5 years


12,828


19,624


74,754


36,508


3,772


88,098


32,221


15,913


283,718Due 5 years or greater


52,442


26,397


115,953


56,499


14,777


13,965


12,701


2,645


295,379Total

$
69,205

$
49,682

$
225,749

$
112,911

$
25,196

$
120,614

$
111,132

$
139,169

$
853,658


(1)Includes
one- to four-family loans held for sale.(2)Includes
demand loans, loans having no stated maturity, student loans held for sale and overdraft loans.(3)Includes
equipment finance leases, tax-exempt loans and leases.(4)Includes
tax-exempt loans.


Scheduled contractual principal repayments of loans do not reflect the actual life of such assets. The average life of loans is substantially less
than their average contractual terms because of prepayments. In addition, due-on-sale clauses on loans generally give the Bank the right to declare a conventional loan
immediately due and payable in the event, among other things, that the borrower sells the real property subject to the mortgage and the loan is not repaid. The
average life of mortgage loans tends to increase when current mortgage loan rates are substantially higher than rates on existing mortgage loans and decrease when rates on existing mortgages are
substantially higher than current mortgage loan rates.

Potential Problem Loans

Nonperforming Assets.See "Asset Quality" under Part II, Item 7 "Management's Discussion and Analysis of Financial Condition
and
Results of Operations" of this Form 10-K for discussion.

Classified Assets.Federal regulations provide for the classification of loans, leases and other assets, such as debt and equity
securities
considered by the OCC to be of lesser quality, as "substandard," "doubtful" or "loss." An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity
of the obligor or of the collateral pledged, if any. "Substandard" assets include those characterized by the "distinct possibility" that the Company will sustain "some loss" if the deficiencies are
not corrected. Assets classified as "doubtful" have all of the weaknesses inherent in those classified "substandard," with the added characteristic that the weaknesses present make "collection or
liquidation in full," on the basis of currently existing facts, conditions, and values, "highly questionable and improbable." Assets classified as "loss" are those considered "uncollectible" and of
such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the Company to sufficient risk to warrant
classification in one of the aforementioned categories, but possess weaknesses, are required to be designated "criticized" or "special mention" by management.

When
the Company classifies problem assets as "loss," it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to
charge-off such amount. The Company's determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the Bank's Assistant Deputy
Comptroller at the regional OCC office, who may order the establishment of additional general or specific loss allowances.

14

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Table of Contents

In
connection with the filing of its periodic reports with the OCC and in accordance with its classification of assets policy, the Company regularly reviews problem loans and leases in
its portfolio to determine whether any loans or leases require classification, as well as investment securities, in accordance with applicable regulations. On the basis of management's monthly review
of its assets, at June 30, 2011, the Company had designated $46.1 million of its assets as classified. Other potential problem loans are included in criticized and classified assets. See
"Asset Quality" under Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for further discussion.

Allowance for Loan and Lease Losses.See "Application of Critical Accounting Policies" and "Asset Quality" under Part II,
Item 7
"Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for discussion.

Investment Activities

The Bank is required under OCC regulation to maintain a sufficient amount of liquid assets. Liquidity may increase or decrease
depending upon the availability of funds and comparative yields on investments in relation to the return on loans.

Federally
chartered savings institutions have the authority to invest in various types of liquid assets, including United States Treasury obligations, securities of various federal
agencies, certain certificates of deposit of insured banks and savings institutions, certain bankers' acceptances, repurchase agreements and federal funds. Subject to various restrictions, federally
chartered savings institutions may also invest their assets in commercial paper, investment grade corporate debt securities and mutual funds whose assets conform to the investments that a federally
chartered savings institution is otherwise authorized to make directly.

Generally,
the Bank invests funds among various categories of investments and maturities based upon the Bank's asset/liability management policies, investment quality and marketability,
liquidity needs and performance objectives. At June 30, 2011, approximately 94.0% of our investment portfolio was in AAA-rated, liquid agency residential mortgage-backed securities.

At
June 30, 2011, the Company's investments in agency residential mortgage-backed securities totaled $220.4 million, or 18.5% of its total assets, and did not include any
private-label securities. As of such date, the Bank also had an $8.1 million investment in the stock of the Federal Home Loan Bank of Des Moines ("FHLB" or "FHLB of Des Moines") in order to
satisfy the FHLB of Des Moines' requirement for membership.

The
composition and maturities of the investment securities portfolio, excluding equity securities, are indicated in the following table.

At June 30, 2011Less Than 1 Year

1 to 5 Years

5 to 10 Years

Over 10 Years

Total Investment
SecuritiesAmortized
Cost

Weighted
Average
Yield

Amortized
Cost

Weighted
Average
Yield

Amortized
Cost

Weighted
Average
Yield

Amortized
Cost

Weighted
Average
Yield

Amortized
Cost

Fair Value(Dollars in Thousands)U.S. government agencies & corporations

$




%
$
3,015


1.24
%
$




%
$




%
$
3,015

$
3,025Municipal bonds


1,780


2.13


3,904


3.45


3,968


3.72


1,199


3.97


10,851


11,164Agency residential mortgage-backed securities







$
86


5.13


1,492


3.87


216,401


2.60


217,979


220,411Total investment securities

$
1,780




$
7,005




$
5,460




$
217,600




$
231,845

$
234,600


15

---



Table of Contents

The effective maturities for the Bank's agency residential mortgage-backed securities are much shorter due to the combination of prepayments and
the $219.5 million variable-rate agency residential mortgage-backed securities. The variable or hybrid (fixed for a period of time and then variable thereafter) structure gives the
Bank flexibility in risk management of the balance sheet.

Management
has implemented a process to identify securities that could potentially have a credit impairment that is other-than-temporary. This process involves
evaluation of the length of time and extent to which the fair value has been less than the amortized cost basis, review of available information regarding the financial position of the issuer,
monitoring the rating of the security, cash flow projections, and the Company's intent to sell a security or whether it is more likely than not we will be required to sell the security before the
recovery of its amortized cost which, in some cases, may extend to maturity. To the extent we determine that a security is deemed to be other-than-temporarily impaired, an
impairment loss is recognized. In fiscal year 2011, the other-than-temporary impairment losses taken against the pooled trust preferred securities was $399,000. In addition,
$150,000 was recognized in other
comprehensive income resulting in $549,000 of credit loss recognized through net income. During the fourth quarter of fiscal 2011, the pooled trust preferred securities were sold, which produced an
after-tax charge of $3.9 million to net income. Because the Company had previously established valuation adjustments of $3.3 million for these securities on the balance
sheet, the impact of the sale transactions to comprehensive income was mitigated. See Note 2, "Investment Securities," of "Notes to Consolidated Financial Statements," which is included in
Part II, Item 8 of this Form 10-K for additional information.

In
fiscal year 2010, the other-than-temporary impairment losses taken against the pooled trust preferred securities was $2.2 million. In addition, $460,000
was recognized in other comprehensive income resulting in $2.7 million of credit loss recognized through net income. During fiscal year 2009, other-than-temporary
impairments were recorded against net income of $495,000, which consisted of $397,000 credit loss related to the pooled trust preferred securities and Fannie Mae common stock credit loss of $8,000.
See Note 1, "Summary of Significant Accounting Policies," and Note 2, "Investment Securities," of "Notes to Consolidated Financial Statements," which is included in Part II,
Item 8 of this Form 10-K for additional information.

The
Bank's investment securities portfolio is managed in accordance with a written investment policy adopted by the Bank's Board of Directors. Investments may be made by the Bank's
officers within specified limits and approved in advance by the Bank's chief executive officer or president for transactions over these limits. At the present time, the Bank does not have any
investments that are held for trading purposes. At June 30, 2011, the Company had $234.9 million of securities available for sale, including agency residential mortgage-backed securities
of $220.4 million. See Note 2 of "Notes to Consolidated Financial Statements," which is included in Part II, Item 8 "Financial Statements and Supplementary Data" of this
Form 10-K for further information on the Company's investment portfolio.

Sources of Funds

General.The Company's primary sources of funds are net income, in-market deposits, FHLB advances and other borrowings, amortization
and
repayments of loan principal, agency residential mortgage-backed securities and callable agency securities. Secondary sources include sales of mortgage loans, sales and/or maturities of securities,
out-of-market deposits and short-term investments.

Borrowings
of the Bank are primarily from the FHLB of Des Moines, and may be used on a short-term basis to compensate for seasonal reductions in deposits or deposit inflows
at less than projected levels, and may be used on a longer-term basis to support expanded lending activities. The Bank has established collateral at the Federal Reserve Bank of Minneapolis
("FRB") as a contingent source of funding. See Note 7 of the "Notes to Consolidated Financial Statements," which is included

16

---



Table of Contents

in
Part II, Item 8 "Financial Statements and Supplementary Data" of this Form 10-K for further detail of the Company's borrowings.

Deposits.The Bank offers a variety of deposit accounts having a wide range of interest rates and terms. The Bank's deposits consist of
statement
savings accounts, checking accounts, money market and certificate of deposit accounts ranging in terms from 30 days to five years for our non-brokered certificates. The Bank
primarily solicits deposits from its market area, with a strategic focus of multiple-service household growth. The Bank relies primarily on customer service, competitive pricing policies and
advertising to attract and retain these deposits. Based on liquidity needs, the Bank may, from time to time, acquire out-of-market deposits in those circumstances where
wholesale funding offers either a maturity or cost efficiency not available with retail deposits. At June 30, 2011, out-of-market deposits accounted for less than 2% of
total deposits.

The
flow of deposits is influenced by general economic conditions, changes in money market and prevailing interest rates and competition. The variety of deposit accounts offered by the
Bank has allowed it to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. In recent years, the Bank has been susceptible to short-term
fluctuations in deposit flows due to economic conditions, interest rate sensitivity and safety needs of customers. The Bank manages the pricing of its deposits in keeping with its asset/liability
management and profitability objectives. Based on its experience, the Bank believes that its savings, money market, and checking accounts are stable sources of deposits. However, the ability of the
Bank to attract and maintain certificates of deposit, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions.

17

---



Table of Contents

The
following table sets forth the dollar amount of deposits in the various types of deposit accounts offered by the Bank as of June 30:

2011

2010

2009Amount

Percent of
Total

Amount

Percent of
Total

Amount

Percent of
Total(Dollars in Thousands)Transaction Accounts:Noninterest bearing accounts

$
132,389


14.82
%
$
117,139


12.81
%
$
94,067


11.23
%Interest bearing accounts weighted average rates of 0.10%, 0.10% and 0.15% at June 30, 2011, 2010 and 2009


113,367


12.69


100,231


10.96


94,846


11.32Savings accounts weighted average rates of 0.28%, 0.33% and 0.35% at June 30, 2011, 2010 and 2009


84,449


9.46


83,136


9.09


81,417


9.72Money market accounts weighted average rates of 0.44%, 0.73% and 0.64% at June 30, 2011, 2010 and 2009


197,624


22.13


189,821


20.76


145,214


17.33Total transaction accounts


527,829


59.10


490,327


53.62


415,544


49.60In-Market Certificates of Deposit:0.00 - 1.99%


178,828


20.02


182,585


19.97


91,971


10.982.00 - 2.99%


131,252


14.70


142,922


15.64


87,130


10.403.00 - 3.99%


24,981


2.80


53,265


5.83


109,339


13.054.00 - 4.99%


8,400


0.94


13,909


1.52


81,817


9.765.00 - 5.99%


6,019


0.67


8,233


0.90


30,922


3.696.00 - 6.99%


126


0.01


119


0.01


112


0.01Total in-market certificates of deposit


349,606


39.14


401,033


43.87


401,291


47.89Out-of-market certificates of deposit weighted average rate of 1.52%, 1.10% and 1.32% at June 30, 2011, 2010 and 2009


15,722


1.76


22,904


2.51


21,033


2.51Total certificates of deposit


365,328


40.90


423,937


46.38


422,324


50.40Total deposits

$
893,157


100.00
%
$
914,264


100.00
%
$
837,868


100.00
%


The
following table sets forth the amount of the Company's certificates of deposit and other deposits by time remaining until maturity as of June 30, 2011.

MaturityLess Than
3 Months

3 to 6
Months

6 to 12
Months

Over
12 Months

Total(Dollars in Thousands)Certificates of deposit less than $100,000(1)

$
35,141

$
25,450

$
48,064

$
55,938

$
164,593Certificates of deposit of $100,000 or more(1)


42,860


52,889


34,150


28,178


158,077Out-of-market certificates of deposit(2)


2,019


249


1,088


12,366


15,722Public funds(3)(4)


12,013


9,920


4,059


944


26,936Total certificates of deposit

$
92,033

$
88,508

$
87,361

$
97,426

$
365,328


(1)Includes
funds from the Certificate of Deposit Account Registry Service ("CDARS") certificate of deposit program of $15.1 million.


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(2)Includes
certificates of deposit of $100,000 or greater of $15.4 million.(3)Includes
certificates of deposit from governmental and other public entities, excluding out-of-market certificates of deposit.(4)Includes
certificates of deposit of $100,000 or greater of $25.9 million.


The
Bank solicits certificates of deposit of $100,000 or greater from various state, county and local government units which carry rates which are negotiated at the time
of deposit. See Note 6 of "Notes to Consolidated Financial Statements," which is included in Part II, Item 8 "Financial Statements and Supplementary Data" of this
Form 10-K. Deposits at June 30, 2011, and 2010 included $96.5 million and $89.4 million, respectively, of deposits from one local governmental entity.

Borrowings.Although deposits are the Bank's primary source of funds, the Bank's policy has been to utilize borrowings when they are a
less costly
source of funds or can be invested at a positive rate of return.

The
Bank's borrowings consist primarily of advances from the FHLB of Des Moines upon the security of its capital stock of the FHLB of Des Moines and certain pledgeable loans, including
but not limited to, its mortgage related loans, agency residential mortgage-backed securities and U.S. Government and other agency securities. Such advances can be made pursuant to several different
credit programs, each of which has its own interest rate and range of maturities. At June 30, 2011, the Bank's FHLB advances totaled $147.1 million, representing 13.4% of total
liabilities. See Note 7 of "Notes to Consolidated Financial Statements," which is included in Part II, Item 8 "Financial Statements and Supplementary Data" of this
Form 10-K for further detail of the Company's borrowings.

The
following table sets forth the maximum month-end balances and average balances of FHLB and FRB advances and other borrowings of the Company at the dates indicated.

Years Ended June 30,2011

2010

2009(Dollars in Thousands)Maximum Month-End Balance:FHLB and FRB advances

$
230,130

$
258,390

$
307,562Other borrowings


295


241


5,719Average Balance:FHLB and FRB advances

$
182,411

$
206,818

$
231,587Other borrowings


262


2,261


619


The
following table sets forth certain information as to the Bank's FHLB and FRB advances and other borrowings of the Company at the dates indicated.

June 30,2011

2010

2009(Dollars in Thousands)Overnight federal funds purchased

$


$
21,405

$
26,495Fixed-rate FHLB advances


147,100


169,100


180,655Other borrowings


295


214


5,719Total borrowings

$
147,395

$
190,719

$
212,869Weighted average interest rate of borrowings


3.23
%

3.03
%

3.63
%


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Competition

The banking business is highly competitive and the Bank experiences competition in each of its markets from many other financial
institutions, many of which are larger and may have significantly greater financial and other resources. Specifically through the Bank, the Company competes with commercial banks, credit unions,
savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds and other mutual funds, as well as
super-regional, national and international financial institutions, that operate offices in the Company's primary market areas and elsewhere. Many of these competitors are also
well-established financial institutions.

Competitors
that are not depository institutions are generally not subject to the extensive regulations that apply to the Bank. The Bank competes with these institutions both in
attracting deposits and in making loans. The Bank competes for deposits by offering a variety of deposit accounts at competitive rates, convenient business hours and convenient branch locations with
inter-branch deposit and withdrawal privileges at each. The Bank competes for loans on the basis of quality of service, interest rates, loan fees and loan type. In addition, the Bank must attract its
customer base from other existing financial institutions and from new residents. In new markets that the Bank may enter, the Bank will also compete against well-established community banks
that have developed relationships within the community.

Employees

At June 30, 2011, the Bank had a total of 310 full-time employees and 49 part-time employees. The
full-time employees include 6 employees of the Bank's subsidiary corporations. The Bank's employees are not represented by any collective bargaining group. Management considers its
relations with its employees to be good.

Regulation

General

The Company is regulated as a savings and loan holding company by the Federal Reserve. As a savings and loan holding company, the
Company is required to file reports with, and otherwise comply with, the rules and regulations of the Federal Reserve and of the SEC under federal securities laws.

The
Bank is a federally chartered thrift institution that is subject to broad federal regulation and oversight extending to all of its operations by its primary federal regulator, the
OCC, and by its deposit insurer, the FDIC. Such regulation covers all aspects of the banking business, including lending practices, safeguarding deposits, capital structure, transactions with
affiliates and conduct and qualifications of personnel. The Bank is a member of the FHLB of Des Moines.

The Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act")

Major financial reform legislation, known as the Dodd-Frank Act, was signed into law by the President on July 21,
2010. Among other things, the Dodd-Frank Act impacts the rules governing the provision of consumer financial products and services, and implementation of the many requirements of the
legislation will require new mandatory and discretionary rulemakings by numerous federal regulatory agencies over the next several years. Many of the provisions of the Dodd-Frank Act
affecting the Company and Bank have effective dates ranging from immediately upon enactment of the legislation to several years following enactment of the Dodd-Frank Act. Of particular
significance to thrift institutions is that, as a result of regulatory restructuring called for by the Dodd-Frank Act, both the Company and Bank transitioned to the jurisdiction of their
current new and separate primary federal regulators on July 21, 2011. Prior to that date, the Company and Bank had been subject to

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consolidated
supervision and regulation by the Office of Thrift Supervision ("OTS"). As a result of the completed transfer of all of the OTS' supervisory and rulemaking responsibilities to other
federal agencies, the OTS is expected to be abolished in October 2011.

Along
with the transfer of ongoing responsibilities for the supervision and examination of federal savings associations and their holding companies, the Dodd-Frank Act also
transferred to the Federal Reserve and OCC rulemaking authority of the OTS relating to savings and loan holding companies and all savings associations, respectively. The legislation continues in
effect all OTS orders, resolutions, determinations, agreements, regulations, interpretive rules, other interpretations, guidelines, procedures and other advisory materials in effect the day before the
transfer date, and allows the Federal Reserve and OCC to enforce these issuances with respect to savings and loan holding companies and federal savings associations, respectively, unless the Federal
Reserve or OCC modifies, terminates, or sets aside such guidance or until superseded by the Federal Reserve or OCC, a court, or operation of law.

The
following discussion is intended to provide a summary of the material statutes and regulations applicable to savings and loan holding companies and federal savings associations as
they are to be administered and enforced by the Federal Reserve and OCC respectively, going forward as of July 21, 2011, and does not purport to be a comprehensive description of all such
statutes and regulations.

The
Company and Bank are continuing to closely monitor and evaluate developments under the Dodd-Frank Act with respect to our business, financial condition, results of
operations and prospects. For further discussion on the potential impact of the Dodd-Frank Act on the Company and Bank, see "Risk Factors"
below.

Regulation of Federal Savings Associations

As the new primary federal regulator for federal savings associations as of July 21, 2011, the OCC has extensive authority over
the operations of federal savings associations, such as the Bank. This regulation and supervision establishes a comprehensive framework for activities in which a federal savings association can engage
and is intended primarily for the protection of the DIF and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and
enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes.

Given
the extensive transfer of former OTS authority to multiple agencies, section 316 of the Dodd-Frank Act requires the OCC to identify and publish in the Federal Registerseparate lists of the current
OTS regulations that the OCC will continue to enforce for federal savings associations after the transfer
date. In carrying out this mandate, and in connection with its assumption of responsibility for the ongoing examination, supervision, and regulation of federal savings associations, the OCC published
a final rule on July 21, 2011 that republishes those OTS regulations that the OCC has the authority to promulgate and enforce as of the July 21 transfer date, with nomenclature and other
technical amendments to reflect OCC supervision of federal savings associations. The OCC's regulations supersede the OTS regulations for purposes of OCC supervision and regulation of federal savings
associations.

In
promulgating the final rule, the OCC noted that the final rule is part of the OCC's review of its regulations and those of the OTS to determine what changes are needed for the
transition to OCC supervision of federal savings associations, and that in future phases of the OCC's regulatory review, the OCC will consider more comprehensive substantive amendments, as necessary,
to these regulations. For example, the OCC notes that it may propose to repeal or combine provisions in cases where OCC and former OTS rules are substantively identical or substantially overlap. In
addition, the OCC may propose to repeal or modify OCC or former OTS rules where differences in regulatory approach are not required by statute or warranted by features unique to either charter. The
OCC expects to publish these amendments in one or more notices of proposed rulemaking, the first of which it expects to issue

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later
in 2011. This substantive review also will provide an opportunity for the OCC to ask for comments suggesting revisions to the rules for both national banks and federal savings associations that
would remove provisions that are "outmoded, ineffective, insufficient, or excessively burdensome," consistent with the goals outlined in an executive order issued by the President. Accordingly, it is
possible that additional OCC rulemaking could require significant revisions to the regulations under which the Bank operates and is supervised. Any change in such laws and regulations or
interpretations
thereof, whether by the OCC, the FDIC or through legislation, could have a material adverse impact on the Bank and its operations and on us and our stockholders.

Business Activities

The activities of federal savings associations are generally governed by federal laws and regulations. These laws and regulations
delineate the nature and extent of the activities in which federal savings associations may engage. In particular, many types of lending authority for federal savings associations are limited to a
specified percentage of the institution's capital or assets.

Loan and Investment Powers

The Bank derives its lending and investment powers from the HOLA and the OCC's implementing regulations thereunder. Under these laws
and regulations, the Bank may invest in mortgage loans secured by residential and commercial real estate, commercial and consumer loans, certain types of debt securities and certain other assets. The
Bank may also establish service corporations that may engage in activities not otherwise permissible for the Bank, including certain real estate equity investments and securities and insurance
brokerage activities. These investment powers are subject to various limitations, including (i) a prohibition against the acquisition of any corporate debt security that is not rated in one of
the four highest rating categories; (ii) a limit of 400% of an association's capital on the aggregate amount of loans secured by non-residential real estate property; (iii) a
limit of 20% of an association's assets on the aggregate amount of commercial and agricultural loans and leases with the amount of commercial loans in excess of 10% of assets being limited to small
business loans; (iv) a limit of 35% of an association's assets on the aggregate amount of secured consumer loans and acquisitions of certain debt securities, with amounts in excess of 30% of
assets being limited to loans made directly to the original obligor and where no third- party finder or referral fees were paid; (v) a limit of 5% of assets on non-conforming loans
(loans in excess of the specific limitations of the HOLA); and (vi) a limit of the greater of 5% of assets or an association's capital on certain construction loans made for the purpose of
financing what is or is expected to become residential property. In addition, the HOLA and the OCC regulations provide that a federal savings association may invest up to 10% of its assets in tangible
personal property for leasing purposes. At June 30, 2011, the Bank met the 10% leasing limitation with 0.52% of total Bank assets. Such general leases, however, do not have to be aggregated
with the institution's loans for purposes of the HOLA's investment and lending limitations. At June 30, 2011, the Bank met the 20% limitation on commercial and agricultural loans and leases
with such loans and leases equal to 15.04% of total Bank assets.

Loans-To-One Borrower

Under the HOLA, the Bank is generally subject to the same limits on loans-to-one borrower as are imposed on
national banks. With specified exceptions, the Bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of the association's unimpaired capital and surplus.
Additional amounts may be loaned, not in excess of 10% of unimpaired capital and surplus, if such loans or extensions of credit are fully secured by readily-marketable collateral. At June 30,
2011, the Bank's lending limit under this restriction was $18.8 million.

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Assessments

The Dodd-Frank Act transfers authority to collect assessments for federal savings associations from the OTS to the OCC.
This authority is effective as of the transfer date, July 21, 2011. The Dodd-Frank Act also provides that, in establishing the amount of an assessment, the Comptroller of the
Currency may consider the nature and scope of the activities of the entity, the amount and type of assets it holds, the financial and managerial condition of the entity, and any other factor that is
appropriate. Prior to the transfer date, the OCC and the OTS assessed banks and savings associations, respectively, using different methodologies, although the agencies' methodologies generally
resulted in similar levels of assessments. Under the OTS assessment system, assessments were due each year on January 31 and July 31, and were calculated based on an institution's asset
size, condition, and complexity. The Bank's OTS assessment (standard assessment) for the fiscal year ended June 30, 2011, was $274,000.

The
OCC final rule effective on July 21, 2011 amended the assessment rules applicable to federal savings associations by using the same methodologies, rates, fees, and payment due
dates that apply currently to national banks. The OTS's assessment system and regulation is no longer in effect and will be repealed at a later date. As a result, the next assessment for savings
associations will occur in September 2011, and not July 2011.

Under
the OCC's assessment system, some savings associations will pay marginally more assessments than in the past, while others will pay lower assessments. However, during the first two
assessment cycles after the transfer date, the OCC will base savings association assessments on either the OCC's
assessment regulation (as amended to include federal savings associations) or the former OTS assessment structure, whichever yields the lower assessment for that savings association. After the March
2012 assessment, all national banks and federal savings associations will be assessed using the OCC's assessment structure. The OCC intends to implement this phase-in through an amended
Notice of Fees.

Enforcement

The OCC has primary enforcement responsibility over federal savings associations, including the Bank. In general, these enforcement
actions may be initiated in response to violations of laws and regulations and to unsafe or unsound practices and can result in, among other things, assessments of civil money penalties, issuance of
cease and desist orders and removal of directors and officers. Under the Federal Deposit Insurance Act, the FDIC has the authority to recommend to the Comptroller of the Currency that an enforcement
action be taken with respect to a particular savings association. If action is not taken by the OCC, the FDIC may take action under certain circumstances.

Safety and Soundness Standards

Under federal law, the OCC has adopted a set of guidelines prescribing safety and soundness standards. The guidelines establish general
standards relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and
compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines.
The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services
performed by an executive officer, employee, director or principal stockholder.

In
addition, OCC regulations that authorize the OCC to order a bank that has been given notice by the OCC that it is not satisfying applicable safety and soundness standards to submit a
compliance plan. If, after being so ordered, a bank fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the OCC must issue an order
directing action to correct the deficiency and may issue an order directing corrective actions and other actions of

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the
types to which an undercapitalized association is subject under the "prompt corrective action" provisions of federal law. If a bank fails to comply with such an order, the OCC may seek to enforce
such order in judicial proceedings and to impose civil money penalties.

Prompt Corrective Action Regulations

Under the OCC prompt corrective action regulations, the OCC is required to take certain, and is authorized to take other, supervisory
actions against undercapitalized banks. For this purpose, a bank is placed in one of the following five categories based on the association's capital:



The
severity of the action authorized or required to be taken under the prompt corrective action regulations increases as a bank's capital decreases within the three undercapitalized
categories. All banks are prohibited from paying dividends or other capital distributions or paying management fees to any controlling person if, following such distribution, the bank would be
undercapitalized. The OCC is required to monitor closely the condition of an undercapitalized bank and to restrict the growth of its assets.

An
undercapitalized bank is required to file a capital restoration plan within 45 days of the date the bank receives notice that it is within any of the three
undercapitalized categories, and the plan must be guaranteed by any parent holding company. The aggregate liability of a parent holding company is limited to the lesser of:



If
a bank fails to submit an acceptable plan, it is treated as if it were "significantly undercapitalized." Banks that are "significantly" or "critically undercapitalized" are subject to
a wider range of regulatory requirements and restrictions. A federal savings association is generally treated as "well-capitalized" if its total risk-based capital ratio is 10%
or greater, its Tier 1 risk-based capital ratio is 6% or greater, its leverage ratio is 5% or greater, and it is not subject to any order or directive by the OCC to meet a specific
capital level.

At
June 30, 2011, the Bank met the criteria for being considered "well-capitalized."

Federal Deposit Insurance of Accounts and Regulation by the FDIC

The Bank is a member of, and pays deposit insurance assessments to, the DIF, which is administered by the FDIC. All deposits of the
Bank are permanently insured up to $250,000 per depositor for each account ownership category. This standard maximum deposit insurance
coverage was raised from $100,000 first on a temporary basis under the Emergency Economic Stabilization Act of 2008 and then made permanent under the Dodd-Frank Act.

FDIC
insurance of deposits is backed by the full faith and credit of the U.S. government. In order to maintain the DIF, the FDIC imposes deposit insurance premiums on member institutions
and is

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authorized
to conduct examinations of and to require reporting by FDIC-insured institutions. It also may prohibit any FDIC-insured institution from engaging in any activity the
FDIC determines by regulation or order to pose a serious risk to the DIF. The FDIC also has the authority to initiate enforcement actions against savings associations, after giving the OCC an
opportunity to take such action, and may terminate the deposit insurance if it determines that the institution has engaged or is engaging in unsafe or unsound practices, or is in an unsafe or unsound
condition.

In
December 2009, along with each institution's risk-based deposit insurance assessment for the third quarter of 2009, all non-exempt insured depository
institutions were required to prepay their quarterly risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. For purposes of calculating the prepaid
amount, the base assessment rate in effect at September 30, 2009 was used for 2010. That rate is to be increased by an annualized 3 basis points for 2011 and 2012 assessments. The prepayment
calculation also assumes a five percent annual deposit growth rate, increased quarterly, through the end of 2012. As provided for in the final rule implementing the prepaid assessment requirement, an
institution accounts for the prepayment by recording the entire amount of its prepaid assessment as a prepaid expense (an asset) as of December 31, 2009. Subsequently, each institution will
record an expense (charge to net income) for its regular quarterly assessment and an offsetting credit to the prepaid assessment until the asset is exhausted. Once the asset is exhausted, the
institution will resume paying and accounting for quarterly deposit insurance assessments as they would normally. On December 30, 2009, the Company paid $4.9 million which was recorded
as a prepaid asset and will be proportionally expensed over future periods. At June 30, 2011, the remaining balance recorded as a prepaid asset was $2.4 million.

The
amount of each institution's premium has historically generally been based on the balance of insured deposits and the degree of risk the institution poses to the DIF. On
February 7, 2011, the FDIC Board approved a final rule that implements a new deposit insurance assessment system for insured depository institutions, including a new pricing structure for
institutions with more than $10 billion in assets. The new assessment structure modifies an institution's current deposit insurance assessment base from adjusted domestic deposits to an
institution's average consolidated total assets minus average tangible equity, as required by the Dodd-Frank Act. Pursuant to the final rule, Tier 1 capital would be used as the
measure for tangible equity. Depository institutions with less than $1 billion in assets will report average weekly balances during the calendar quarter, unless they elect to report daily
averages. Since the new assessment base would be larger than the current base, the new assessment structure includes revisions to the total base assessment rate schedule by lowering assessment rates,
after adjustments, to a range between 2.5 and 9 basis points for depository institutions in the lowest risk category, and 30 to 45 basis points for institutions in the highest risk category. The
various adjustments incorporated into the schedule take into account the heightened risk with respect
to certain types of funding such as unsecured debt and brokered deposits. The final rule eliminates the secured liability adjustment and includes a new adjustment requirement for long-term
debt held by an insured depository institution where the debt is issued by another insured depository institution.

In
addition, all FDIC-insured institutions are required to pay assessments to the FDIC at an annual rate of approximately 0.01% of insured deposits to fund interest payments
on bonds issued by the Financing Corporation ("FICO"), an agency of the federal government established in 1987 to recapitalize the predecessor to the DIF. These assessments, which are adjusted
quarterly, will continue until the FICO bonds mature in 2017 through 2019.

The
Bank's assessment rate utilized for the final quarter of fiscal year ending June 30, 2011, was 0.1536% and the premium paid for fiscal 2011 was $1.5 million. The FDIC
has authority to increase insurance assessments. A significant increase in DIF insurance premiums would have an adverse effect on the operating expenses and results of operations of the Bank.

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Under
federal law, insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound
condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the OCC. The management of the Bank does not know of any practice,
condition or violation that might lead to termination of deposit insurance.

Regulatory Capital Requirements

OCC regulations require the Bank to meet three minimum capital standards:



In
assessing an institution's capital adequacy, the OCC takes into consideration not only these numeric factors but also qualitative factors and has the authority to establish higher
capital requirements for individual institutions where necessary. The Bank, as a matter of prudent management, targets as its goal the maintenance of capital ratios which exceed these minimum
requirements and that are consistent with the Bank's risk profile.

At
June 30, 2011, the Bank exceeded each of its capital requirements as shown in the following table:

Amount(1)

Percent of
Applicable
Assets(2)(Dollars in Thousands)Generally Accepted Accounting Principles ("GAAP") Capital

$
115,688


9.71
%Tier 1 (core) capital

$
111,575


9.44
%Required


47,282


4.00Excess over requirement

$
64,293


5.44
%Total risk-based capital

$
119,193


13.28
%Required


71,791


8.00Excess over requirement

$
47,402


4.28
%


(1)The
Bank's investment in its subsidiaries is included for purposes of calculating regulatory capital.(2)Tier I
(core) capital figures are determined as a percentage of total adjusted assets; risk based capital figures are determined as a percentage of
risk-weighted assets.


The
Federal Deposit Insurance Corporation Improvement Act ("FDICIA") required the federal banking agencies revise their risk-based capital standards to ensure that they take
into account interest rate risk, concentration of risk and the risks of non-traditional activities. The OCC will monitor the interest rate risk of individual savings associations through
(i) the OCC requirements for interest rate risk management, (ii) the ability of the OCC to impose individual minimum capital requirements on institutions that exhibit a high
degree of interest rate risk, and (iii) regulatory requirements that provide guidance on the management of interest rate risk and outline the responsibility of boards of directors in that area.

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The OCC monitors the interest rate risk of individual institutions in part through analysis of the change in net portfolio value, or NPV. NPV is defined as the
net present value of an institution's existing assets, liabilities, and off-balance sheet contracts and, therefore, hypothetically represents the value of an institution's net worth. The
OCC will utilize this NPV analysis as part of its evaluation of certain applications or notices submitted by savings associations. The OCC, through its general oversight of the safety and soundness of
savings associations, may impose minimum capital requirements on individual institutions to the extent the institution is not in compliance with certain written guidelines established by the OCC
regarding NPV analysis. The OCC has not imposed any such requirements on the Bank.

Limitations on Dividends and Other Capital Distributions

Federal regulations govern the permissibility of capital distributions by a federal savings association. Pursuant to the
Dodd-Frank Act, savings associations that are part of a savings and loan holding company structure must now file a notice of a declaration of a dividend with the Federal Reserve. In
the case of cash dividends, OCC regulations require that federal savings associations that are subsidiaries of a stock savings and loan holding company must file an informational copy of that notice
with the OCC at the same time it is filed with the Federal Reserve. OCC regulations further set forth the circumstances under which a federal savings association is required to submit an application
or notice before it may make a capital distribution.

A
federal savings association proposing to make a capital distribution is required to submit an application to the OCC if: (1) the association does not qualify for expedited
treatment pursuant to criteria set forth in OCC regulations; (2) the total amount of all of the association's capital distributions (including the proposed capital distribution) for the
applicable calendar year exceeds the association's net income for that year to date plus the association's retained net income for the preceding two years; (3) the association would not be at
least adequately capitalized following the distribution; or (4) the proposed capital distribution would violate a prohibition contained in any applicable statute, regulation, or agreement
between the association and the OCC or the Company's and Bank's former regulator, the OTS, or violate a condition imposed on the association in an application or notice approved by the OCC or the OTS.

A
federal savings association proposing to make a capital distribution is required to submit a prior notice to the OCC if: (1) the association would not be well capitalized
following the distribution; (2) the proposed capital distribution would reduce the amount of or retire any part of the association's common or preferred stock or retire any part of debt
instruments such as notes or debentures included in the association's capital (other than regular payments required under a debt instrument); or (3) the association is a subsidiary of a savings
and loan holding company and is not required to file a notice regarding the proposed distribution with the Federal Reserve, in which case only an informational copy of the notice filed with the
Federal Reserve needs to be simultaneously provided to the OCC.

Each
of the Federal Reserve and OCC have primary reviewing responsibility for the applications or notices required to be submitted to them by savings associations relating to a proposed
distribution. The Federal Reserve may disapprove of a notice, and the OCC may disapprove of a notice or deny an application, if:



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Under
current regulations, the Bank is not permitted to pay dividends on its stock if its regulatory capital would fall below the amount required for the liquidation account established
to provide a limited priority claim to the assets of the Bank to qualifying depositors (Eligible Account Holders) at March 31, 1992, who continue to maintain deposits at the Bank after its
conversion from a federal mutual savings and loan association to a federal stock savings bank pursuant to its Plan of Conversion adopted August 21, 1991.

During
the fiscal year ended June 30, 2011, the Bank paid no cash dividends to the Company, as the Company utilized existing cash holdings for payment of dividends to the
Company's shareholders and other holding company expenses.

Liquidity

All savings associations, including the Bank, are required to maintain a sufficient amount of liquid assets to ensure its safe and
sound operation. For a discussion of what the Bank includes in liquid assets, see Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations"
of this Form 10-K.

Branching

Subject to certain limitations, the HOLA and the OCC regulations permit federally chartered savings associations to establish branches
in any state of the United States. The authority to establish such branches is available (i) if the law of the state in which the branch is located, or is to be located, would permit
establishment of the branch if the savings association were a state savings association chartered by such state or (ii) if the association qualifies as a "domestic building and
loan association" under the Internal Revenue Code of 1986, as amended, which imposes qualification requirements similar to those for a "qualified thrift lender" under the HOLA. See the section below
entitled "Qualified Thrift Lender Test." The branching authority under the HOLA and the OCC regulations preempts any state law purporting
to regulate branching by federal savings associations.

Community Reinvestment

Under the Community Reinvestment Act ("CRA") as implemented by OCC regulations, the Bank has a continuing and affirmative obligation
consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending
requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular
community. The CRA requires the OCC, in connection with its examination of a savings association, to assess the Bank's record of meeting the credit needs of its community and to take such record into
account in its evaluation of certain regulatory applications by the Bank. The CRA also requires all institutions to make public disclosure of their CRA ratings. The Bank received an "Outstanding" CRA
rating at its last CRA evaluation, which was last completed on May 29, 2008.

The
CRA regulations rate an institution based on its actual performance in meeting community needs. In particular, the rating system focuses on three tests: (i) a lending test, to
evaluate the institution's record of making loans in its assessment areas; (ii) an investment test, to evaluate the institution's record of investing in community development projects,
affordable housing, and programs benefiting low or moderate income individuals and businesses; and (iii) a service test, to evaluate the institution's delivery of services through its branches,
automated teller machines ("ATMs") and other offices.

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Qualified Thrift Lender Test

Under the HOLA, the Bank must comply with the qualified thrift lender test ("QTL test"). Under the QTL test, the Bank is required to
maintain at least 65% of its "portfolio assets" (total assets less (i) specified liquid assets up to 20% of total assets, (ii) intangibles, including goodwill, and (iii) the value
of property used to conduct business) in certain "qualified thrift
investments" (primarily residential mortgages and related investments, including certain mortgage-backed securities, credit card loans, student loans and small business loans) in at least nine months
of the most recent 12-month period. The Bank may also satisfy the QTL test by qualifying as a "domestic building and loan association" as defined in the Internal Revenue Code of 1986, as
amended.

At
June 30, 2011, the Bank held 70.83% of its portfolio assets in qualified thrift investments and had more than 65% of its portfolio assets in qualified thrift investments in 12
of the 12 months during the fiscal year ended June 30, 2011, and thus qualified under the QTL test. The Bank has met the QTL test since its inception.

A
savings association that fails the QTL test and is unable to demonstrate a reasonable likelihood of meeting it in the future may be required to convert to a bank charter and will
generally be prohibited from: (i) engaging in any new activity not permissible for a national bank, (ii) paying dividends not permissible under national bank regulations, and
(iii) establishing any new branch office in a location not permissible for a national bank. In addition, if the institution does not re-qualify under the QTL test within three years
after failing the test, the institution would be prohibited from engaging in any activity not permissible for a national bank and may have to repay any outstanding advances from the Federal Home Loan
Bank as promptly as possible.

Transactions with Affiliates and Insiders

The Bank's authority to engage in transactions with its "affiliates" is limited by Sections 23A and 23B of the Federal Reserve
Act ("FRA"), Regulation W issued by the Federal Reserve, Section 11 of the HOLA as well as any additional limitations adopted by the OCC. The Dodd-Frank Act transfers all OTS
rulemaking authority relating to transactions with affiliates, extensions of credit to insiders and tying arrangements to the Federal Reserve. Accordingly, the Federal Reserve has proposed to amend
Regulation W to implement the restrictions applicable to savings associations under Section 11 of the HOLA. These provisions, among other things, prohibit or limit a savings association
from extending credit to, or entering into certain transactions with, its affiliates.

Under
Regulation W's restrictions on transactions with affiliates generally applicable to all insured depository institutions, the aggregate amount of covered transactions with any
individual affiliate is limited to 10% of the unimpaired capital and surplus of the savings association. The aggregate amount of covered transactions with all affiliates is limited to 20% of the
savings association's unimpaired capital and surplus. Loans and other specified transactions with affiliates are required to be secured by collateral in an amount and of a type described in federal
law. The purchase of low-quality assets from affiliates is permitted only under certain circumstances. Transactions with affiliates must be on terms and under circumstances that are at
least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliates.

In
addition, amendments to Regulation W proposed by the Federal Reserve address additional restrictions on savings associations under Section 11 of the HOLA, including
provisions prohibiting a savings association from making a loan to an affiliate that is engaged in activities that are not permitted for bank holding companies under the Bank Holding Company Act
("BHCA") and provisions prohibiting a savings association from purchasing or investing in securities issued by an affiliate that is not a subsidiary. A savings association also may not purchase or
invest in securities issued by any affiliate other than with respect to shares of a subsidiary, which may include a bank and a savings association.

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The
Bank's authority to extend credit to its directors, executive officers and principal shareholders, as well as to entities controlled by such persons, is governed by the requirements
of Sections 22(g) and 22(h) of the FRA and Regulation O of the Federal Reserve, as made applicable to federal savings associations by the HOLA. Among other things, these provisions
require that extensions of credit to insiders:



In
addition, extensions for credit in excess of certain limits must be approved by the Bank's board of directors.

Section 402
of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, generally prohibits the extension of personal loans to directors and executive officers of issuers (as
defined in the Sarbanes-Oxley Act). The prohibition does not apply, however, to extensions of credit including mortgages advanced by an insured depository institution, such as the Bank, that are
subject to the restrictions on transactions with insiders under Section 22(h) of the FRA.

Real Estate Lending Standards

The OCC and the other federal banking agencies adopted regulations to prescribe standards for extensions of credit that (i) are
secured by real estate or (ii) are made for the purpose of financing the construction of improvements on real estate. The OCC regulations require the Bank to establish and maintain written
internal real estate lending standards that are consistent with safe and sound banking practices and appropriate to the size of the association and the nature and scope of its real estate lending
activities. The standards also must be consistent with accompanying OCC guidelines, which include loan-to-value ratios for the different types of real estate loans. The Bank is
also permitted to make a limited amount of loans that do not conform to the proposed loan-to-value limitations so long as such exceptions are reviewed and justified
appropriately. The guidelines also list a number of lending situations in which exceptions to the loan-to-value standards are justified. The Bank has established and
implemented these required policies regarding real estate lending activities.

Nontraditional Mortgage Products

The federal banking agencies have published final guidance for institutions that originate or service nontraditional or alternative
mortgage products, defined to include all residential mortgage loan products that allow borrowers to defer repayment on principal or interest, such as interest-only mortgages and payment
option adjustable-rate mortgages.

Recognizing
that alternative mortgage products expose institutions to increased risks as compared to traditional loans where payments amortize or reduce the principal amount; the
guidance required increased scrutiny for alternative mortgage products. Institutions that originate or service alternative mortgages should have (i) strong risk management practices that
include maintenance of capital levels and allowance for loan losses commensurate with the risk; (ii) prudent lending policies and underwriting standards that address a borrower's repayment
capacity; and (iii) programs and practices designed to ensure that consumers receive clear and balanced information to assist in making informed decisions about mortgage products. The guidance
also recommends heightened controls and safeguards when an institution combines an alternative mortgage product with features that compound risk, such as a simultaneous second-lien or the
use of reduced documentation to evaluate a loan application.

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The
Bank is required to comply with the guidance as it is interpreted and applied by the OCC.

Privacy Regulations

Pursuant to regulations implementing the Gramm-Leach-Bliley Act of 1999, the Bank is required to adopt procedures to protect customers'
"nonpublic personal information." The regulations generally require that the Bank disclose its privacy policy, including identifying with whom it shares a customer's "nonpublic personal information,"
to customers at the time of establishing the customer relationship and annually thereafter. In addition, the Bank is required to provide its customers with the ability to "opt-out" of
having it share their personal information with unaffiliated third parties and not to disclose account numbers or access codes to nonaffiliated third parties for marketing purposes. The Bank currently
has a privacy protection policy in place, which has been reviewed, for compliance with the regulations.

Protection of Customer Information

In addition to certain state laws governing protection of customer information, the Bank is subject to federal regulatory guidelines
establishing standards for safeguarding customer information. These regulations implement certain provisions of the Gramm-Leach-Bliley Act. The guidelines describe the federal banking agencies'
expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and
complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and
information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could
result in substantial harm or inconvenience to any customer. Federal guidelines also impose certain customer disclosures and other actions in the event of unauthorized access to customer information.

Consumer Protection and Compliance Provisions

The Bank is subject to various laws and regulations dealing generally with consumer protection matters. The Bank may be subject to
potential liability under these laws and regulations for material violations. The Bank's loan operations are also subject to federal laws applicable to credit transactions, such as
the:



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The
Bank's deposit operations are also subject to federal laws applicable to deposit transactions, such as the:



On
July 21, 2011, the preemption provisions of the Dodd-Frank Act became effective, requiring that federal savings associations be subject to the same preemption
standards as national banks, with respect to the application of state consumer laws to the inter-state activities of federally chartered depository institutions. Under the preemption standards
established under the Dodd-Frank Act for both national banks and federal savings associations, preemption of a state consumer financial law is permissible only if: (1) application
of the state law would have a discriminatory effect on national banks or federal thrifts as compared to state banks; (2) the state law is preempted under a judicial standard that requires a
state consumer financial law to prevent or significantly interfere with the exercise of the national bank's or federal thrift's powers before it can be preempted, with such preemption determination
being made by the OCC (by regulation or order) or by a court, in either case on a "case-by-case" basis; or (3) the state law is preempted by another provision of federal
law other than Title X of the Dodd-Frank Act. Additionally, the Dodd-Frank Act specifies that such preemption standards only apply to national banks and federal thrifts
themselves, and not their non-depository institution subsidiaries or affiliates. Specifically, operating subsidiaries of national banks and federal thrifts that are not themselves
chartered as a national bank or federal thrift may no longer benefit from federal preemption of state consumer financial laws, which shall apply to such subsidiaries (or affiliates) to the same extent
that they apply to any person, corporation or entity subject to such state laws.

Moreover,
July 21, 2011 was the designated transfer date under the Dodd-Frank Act for the formal transfer of rulemaking functions under the federal consumer financial
laws from each of the various federal banking agencies to a new governmental entity known as the Consumer Financial Protection Bureau ("CFPB") that is charged with the mission of protecting consumer
interests. The CFPB is responsible for administering and carrying out the purposes and objectives of the "federal consumer financial laws, and to prevent evasions thereof," with respect to all
financial institutions that offer financial products and services to consumers. The CFPB is also authorized to prescribe rules applicable to any covered person or service provider identifying and
prohibiting acts or practices that are "unfair, deceptive, or abusive" in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer
financial product or service. With its broad rulemaking powers, the new CFPB has the potential to reshape the consumer financial laws through rulemaking and enforcement of unfair, deceptive or abusive
practices, which may directly impact the business operations of financial institutions offering consumer financial products or services including the Bank.

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Identity Theft Prevention

The federal banking agencies have issued a joint rule implementing Section 315 of the Fair and Accurate Credit Transactions Act,
requiring each financial institution or
creditor to develop and implement a written identity theft prevention program to detect, prevent, and mitigate identity theft in connection with the opening of certain accounts or certain existing
accounts.

Among
the requirements under the rule, the Bank is required to adopt "reasonable policies and procedures" to:



Prohibitions Against Tying Arrangements

Federal savings associations are subject to statutory prohibitions on certain tying arrangements. A depository institution is
prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that
the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.

Trust Activities Regulation

The Bank derives its trust powers from Section 5(n) of the HOLA and the regulations and policies of the OCC. Under these laws,
regulations and policies, the trust activities of federal savings associations are governed by both federal and state laws. Generally, the scope of trust activities that the Bank can provide will be
governed by the laws of the states in which the Bank is "located" (as such term is defined under the regulations of the OCC), while other aspects of the trust operations of the Bank are governed by
federal laws and regulations. If the trust activities of a federal savings association are located in more than one state, however, then the scope of fiduciary services that the federal savings
association can provide will vary depending on the laws of each state.

The
Bank, through its trust department, acts as trustee, personal representative, administrator, guardian, custodian, record keeper, agent, registrar, advisor and manager for various
accounts. As of June 30, 2011, the trust department of the Bank maintained approximately $92.4 million in assets under management.

Federal Reserve System

Under Federal Reserve regulations, the Bank is required to maintain noninterest-earning reserves against its transaction accounts.
Federal Reserve regulations exempt the first $10.7 million of otherwise reservable balances from the reserve requirements. A 3% reserve is required for transaction account balances over
$10.7 million and up to $58.8 million. Transaction account balances over $58.8 million are subject to a reserve requirement of approximately $1.44 million plus 10% of any
amount over $58.8 million. The Bank was in compliance with these reserve requirements at June 30, 2011. Because required reserves must be maintained in the form of either vault cash, a
noninterest bearing account at a Federal Reserve Bank, or a pass-through account as defined by the Federal Reserve, the effect of this

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reserve
requirement is to reduce the Bank's interest-earning assets to the extent that the requirement exceeds vault cash.

The
Federal Reserve has, and is likely to continue to have, an important impact on the operating results of financial institutions through its power to implement national monetary
policy, among other things, in order to curb inflation or combat a recession. The Federal Reserve affects the levels of bank loans, investments and deposits through its control over the issuance of
United States government
securities, its regulation of the discount rate applicable to member banks and its influence over reserve requirements to which member banks are subject.

Federal Home Loan Bank System

The Bank is a member of the FHLB of Des Moines, which is one of 12 regional FHLBs that administer the home financing credit function of
savings associations. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations
of the FHLB system. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the Board of Directors of the FHLB. These policies and procedures are
subject to the regulation and oversight of the Federal Housing Finance Board. All advances from the FHLB are required to be fully secured by sufficient collateral as determined by the FHLB. The Bank,
as a member of the FHLB of Des Moines, is required to acquire and hold shares of capital stock in the FHLB of Des Moines equal to 0.12% of the total assets of the Bank at December 31 annually.
The Bank is also required to own activity-based stock, which is based on a percentage of the Bank's outstanding advances. These percentages are subject to change at the discretion of the FHLB Board of
Directors.

At
June 30, 2011, the Bank had $8.1 million in FHLB stock, which was in compliance with this requirement. The Bank receives dividends on its FHLB stock, subject to approval
by the FHLB. For the fiscal year ended June 30, 2011, dividends paid by the FHLB of Des Moines to the Bank totaled approximately $319,000, which constitutes a $79,000 increase in the amount of
dividends received in fiscal 2010.

Anti-Money Laundering / Combating Terrorist Financing Provisions

The Bank is subject to the OCC and Financial Crimes Enforcement Network regulations implementing the Bank Secrecy Act, as amended by
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, commonly known as the USA PATRIOT Act, which gives the federal government
expanded powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering
requirements. By way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement
bodies. Other provisions of the USA PATRIOT Act impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer
agents and parties registered under the Commodity Exchange Act.

Among
other requirements, Title III of the USA PATRIOT Act imposes the following requirements with respect to financial institutions:



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Holding Company Regulation

We are a unitary savings and loan holding company within the meaning of the HOLA. As such, we are required to register with and be
subject to Federal Reserve examination and supervision as well as certain reporting requirements. In addition, the Federal Reserve has enforcement authority over us and any of our
non-savings institution subsidiaries. Among other things, this authority permits the Federal Reserve to restrict or prohibit activities that are determined to be a serious risk to the
financial safety, soundness or stability of a subsidiary savings association.

As
noted above, pursuant to the Dodd-Frank Act, the Federal Reserve assumed responsibility for the primary supervision and regulation of all savings and loan holding
companies, including the Company, on July 21, 2011. Given the extensive transfer of former OTS authority to multiple agencies, the Dodd-Frank Act requires the Federal Reserve to
identify and publish in theFederal Registerseparate lists of the OTS regulations that the Federal Reserve will continue to enforce for savings and
loan holding companies after the transfer date. In carrying out this mandate, and in connection with its assumption of responsibility for the ongoing examination, supervision, and regulation of
savings and loan holding companies, the Federal Reserve has published an interim final rule that provides for the corresponding transfer from the OTS to the Federal Reserve of the regulations
necessary for the Federal Reserve to administer the statutes governing savings and loan holding companies. The interim final rule will become effective upon publication in the Federal Register.

"Grandfathered" Savings and Loan Holding Company Status

Because we acquired the Bank prior to May 4, 1999, we are a "grandfathered" unitary savings and loan holding company under the
Gramm-Leach-Bliley Act. As such, we are exempt from the limitations on certain unrelated business activities that apply to other savings and loan holding companies and their subsidiaries that are not
savings associations, provided the Bank continues to be a "qualified thrift lender." If, however, we are acquired by a non-financial company, if we acquire another savings association
subsidiary (and we become a multiple savings and loan holding company) or, as a result of proposed legislative changes, we will terminate our "grandfathered" unitary savings and loan holding company
status, and become subject to certain additional limitations on the types of business activities in which we could engage. All "non-grandfathered" unitary savings and loan holding
companies are limited to
financially related activities permissible for bank holding companies, as defined under the Gramm-Leach-Bliley Act.

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Restrictions Applicable to All Savings and Loan Holding Companies

Federal law prohibits a savings and loan holding company, including us, directly or indirectly, from
acquiring:



A
savings and loan holding company may not acquire as a separate subsidiary an insured institution that has a principal office outside of the state where the principal office of its
subsidiary institution is located, except:



In
addition, if the Bank fails the QTL test (discussed above), we must change our status with the Federal Reserve as a savings and loan holding company and register as a bank holding
company under the BHCA within one year of the Bank's failure to so qualify.

The
HOLA also prohibits a savings and loan holding company (directly or indirectly, or through one or more subsidiaries) from acquiring or retaining, with certain exceptions, more than
5% of a non-subsidiary savings association, a non-subsidiary holding company, or a non-subsidiary company engaged in activities other than those permitted by the
HOLA. In evaluating applications by holding companies to acquire savings associations, the Federal Reserve must consider the financial and managerial resources and future prospects of the company and
institution involved, the effect of the acquisition on the risk to the DIF, the convenience and needs of the community and competitive factors.

Activities Restrictions

Prior to the Dodd-Frank Act, savings and loan holding companies were generally permitted to engage in a wider array of
activities than those permissible for their bank holding company counterparts and may have concentrations in real estate lending that are not typical for bank holding companies. Section 606 of
the Dodd-Frank Act amends HOLA by inserting a new requirement that conditions the ability of non-grandfathered savings and loan holding companies that are not exempt from
HOLA's restrictions on activities to engage in certain activities, effective on the date that the Federal Reserve assumes supervisory jurisdiction over savings and loan holding companies. Pursuant to
this new requirement, a covered saving and loan holding company may engage in activities that are permissible only for a financial holding company under section 4(k) of the BHCA if the covered
company meets all of the criteria to qualify as a financial holding company, and complies with all of the requirements applicable to a financial holding company as if the covered savings and loan
holding

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company
was a bank holding company. Moreover, going forward, savings and loan holding companies engaging in new activities permissible for bank holding companies will need to comply with notice and
filing requirements of the Federal Reserve.

If
the Federal Reserve believes that an activity of a savings and loan holding company or a nonbank subsidiary constitutes a serious risk to the financial safety, soundness, or stability
of a subsidiary savings association and is inconsistent with the principles of sound banking, the purposes of HOLA or other applicable statutes, the Federal Reserve may require the savings and loan
holding company to terminate the activity or divest control of the nonbanking subsidiary. This obligation is established in section 10(g)(5) of HOLA and bank holding companies are subject to
equivalent obligations under the BHCA and Regulation Y.

Source of Strength and Capital Requirements

The Dodd-Frank Act requires all companies, including savings and loan holding companies, that directly or indirectly
control an insured depository institution to serve as a source of financial and managerial strength to its subsidiary savings associations. Moreover, pursuant to the Dodd-Frank Act,
savings and loan holding companies will for the first time become subject to the same capital and activity requirements as those applicable to bank holding companies. All savings and loan holding
companies generally have a five year phase-in period from the date of enactment of the Dodd-Frank Act to comply with the new capital requirements.

In
addition, as discussed in the Federal Reserve's Notice of Intent issued on April 15, 2011, the Federal Reserve, together with the other federal banking agencies, is reviewing
consolidated capital requirements for all depository institutions and their holding companies pursuant to section 171 of the Dodd-Frank Act and the Basel Committee on Banking
Supervision's "Basel III: A global regulatory framework for more resilient banks and banking systems" report ("Basel III"). It is expected that the Basel III notice of proposed rulemaking also would
address any proposed application of Basel III-based requirements to savings and loan holding companies. When the rule-making process is complete, this definition will be
changed to be more closely aligned to the definition of well-capitalized for bank holding companies.

Examination

In connection with its assumption of responsibility for the ongoing supervision and examination of savings and loan holding companies,
the Federal Reserve issued a supervisory letter on July 21, 2011 that describes the supervisory approach the Federal Reserve will use during the first supervisory cycle and going forward
generally for savings and loan holding companies. For purposes of the guidance, the first supervisory cycle is the period of time between July 21, 2011, and the close of the first required
inspection. To help facilitate the transition of savings and loan holding companies to the supervisory jurisdiction of the Federal Reserve, the Federal Reserve noted in its letter that the first cycle
of savings and loan holding company inspections will be instructive to both the Federal Reserve and savings and loan holding company management in terms of practical issues that arise in the
supervision of a savings and loan holding company. In particular, examiners will be using the first supervisory cycle to inform savings and loan holding companies how their operations compare to the
Federal Reserve's supervisory expectations, which is expected to allow for savings and loan holding company management to make operational changes in response to the Federal Reserve's supervisory
expectations, if necessary. Also, the Federal Reserve plans to use the first inspections for the Federal Reserve supervisory staff to better understand a savings and loan holding company's operations
and business model and how the Federal Reserve's holding company supervision framework can most effectively be implemented at these companies. Accordingly, the Federal Reserve's focus for inspection
activities during the first supervisory cycle will be on gaining an understanding of the structure and operations of each savings and loan holding company.

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After
the first supervisory cycle and going forward, the Federal Reserve intends, to the greatest extent possible taking into account any unique characteristics of savings and loan
holding companies and the requirements of the HOLA, to assess the condition, performance, and activities of savings and loan holding companies on a consolidated basis in a manner that is consistent
with the Federal Reserve's established risk-based approach regarding bank holding company supervision. As with bank holding companies, the Federal Reserve's objective will be to ensure
that a savings and loan
holding company and its nondepository subsidiaries are effectively supervised and can serve as a source of strength for, and do not threaten the soundness of, its subsidiary depository institution(s).

In
accordance with its goal to assess the condition, performance, and activities of savings and loan holding companies on a consolidated basis in a manner that is consistent with the
Federal Reserve's established risk-based approach regarding bank holding company supervision, the Federal Reserve anticipates transitioning savings and loan holding companies to the
Federal Reserve's "RFI/C(D)" rating system (commonly referred to as "RFI"). The Federal Reserve expects to issue a notice shortly outlining application of the RFI rating system to savings and loan
holding companies and any modifications that the Federal Reserve believes are necessary to accommodate savings and loan holding companies. That notice will provide the public with an additional
opportunity to comment and will provide for a transition period before Federal Reserve examiners will assign final RFI ratings.

Change of Control

The federal banking laws require that appropriate regulatory approvals must be obtained before an individual or company may take
actions to "control" a bank or savings association. The definition of control found in the HOLA is similar to that found in the BHCA for bank holding companies. Both statutes apply a similar
three-prong test for determining when a company controls a bank or savings association. Specifically, a company has control over either a bank or savings association if the
company:



The
Federal Reserve recently adopted an interim final rule that, among other things, implements the HOLA to govern the operations of savings and loan holding companies. The new rule,
known as Regulation LL, includes a specific definition of "control" similar to the statutory definition, with certain additional provisions. Additionally, Regulation LL modifies the
regulations previously used by the OTS for purposes of determining when a company or natural person acquires control of a savings association or savings and loan holding company under the HOLA or the
Change in Bank Control Act ("CBCA"). In light of the similarity between the statutes governing bank holding companies and savings and loan holding companies, the Federal Reserve proposes to use its
established rules and processes with respect to control determinations under HOLA and the CBCA to ensure consistency between equivalent statutes administered by the same agency.

The
Federal Reserve stated in the interim final rule that it will review investments and relationships with savings and loan holding companies by companies using the current practices
and policies applicable to bank holding companies to the extent possible. Overall, the indication of control used by the Federal Reserve under the BHCA to determine whether a company has a controlling
influence over the management or policies of a banking organization (which for Federal Reserve

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purposes,
will now include savings associations and savings and loan holding companies) are similar to the control factors found in OTS regulations. However, the OTS rules weigh these factors somewhat
differently and use a different review process designed to be more mechanical.

Among
the differences highlighted by the Federal Reserve with respect to OTS procedures on determinations of control, the Federal Reserve noted that it does not limit its review of
companies with the potential to have a controlling influence to the two largest shareholders. Specifically, the Federal Reserve reviews all investors based on all of the facts and circumstances to
determine if a controlling influence is present.

Moreover,
unlike the OTS control rules, the Federal Reserve does not have a separate application process for rebutting control under the BHCA and Regulation LL does not include
such a process. Under the former OTS rules, investors that triggered a control factor under the rules could submit an application to the OTS requesting a determination that they have successfully
rebutted control under HOLA. This separate application process is not available under Regulation LL. Given that Federal Reserve practice is to consider potential control relationships for all
investors in connection with applications submitted under the BHCA, the Federal Reserve will review potential control relationships for all investors in connection with applications submitted to the
Federal Reserve under Section 10(e) or 10(o) of HOLA. In situations where investors believe no application is required, the Federal Reserve encourages investors to consult with staff at the
appropriate Reserve Bank or the Federal Reserve to determine what type of review is appropriate to confirm that the Federal Reserve concurs that no BHCA or HOLA filing is necessary. As with OTS
practice, the Federal Reserve often obtains a series of commitments from investors seeking non-control determinations.

The
federal banking laws require minority investors that are unwilling to bear the responsibilities associated with controlling a banking organization to limit their influence over the
management and policies of the banking organization. That is, investors seeking the protection of being free from regulation and oversight as a savings and loan holding company under the HOLA are
limited in their involvement and influence over the management and policies of the savings and loan holding company and its subsidiaries.

The Sarbanes-Oxley Act

As a public company, we are subject to the Sarbanes-Oxley Act, which implements a broad range of disclosure, corporate governance and
accounting measures for public companies designed to promote honesty and transparency and to protect investors from corporate wrongdoing. Furthermore, the NASDAQ Global Market enacted corporate
governance rules that implement some of the mandates of the Sarbanes-Oxley Act. The NASDAQ rules include, among other things, requirements ensuring that a majority of the Board of Directors are
independent of management, establishing and publishing a code of conduct for directors, officers and employees, and calling for stockholder approval of all new stock option plans and all material
modifications. These rules affect us because our common stock is listed on the NASDAQ Global Market.

The
Dodd-Frank Act provides an exemption from the independent auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act for small issuers that are
neither a large accelerated filer nor an accelerated filer. The Company qualifies for this exemption.

Federal Securities Law

Our common stock is registered with the SEC under the Exchange Act. We are subject to the information, proxy solicitation, insider
trading restrictions and other requirements of the SEC under the Exchange Act.

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Our
stock held by persons who are affiliates (generally officers, directors and principal stockholders) of us may not be resold without registration or unless sold in accordance with
certain resale restrictions. If
we meet specified current public information requirements, each of our affiliates is able to sell in the public market, without registration, a limited number of shares in any three-month period.

Delaware General Corporation Law

We are incorporated under the laws of the State of Delaware. Thus, the rights of our stockholders are governed by the Delaware General
Corporation Law.

Federal and State Taxation

The Company and its direct and indirect subsidiaries file a consolidated federal income tax return on a fiscal year basis. In
addition, each of Trust III, Trust IV, Trust V and Trust VI are required to file individual trust returns on a calendar year basis.

In
addition to the regular income tax, corporations, including savings associations such as the Bank, generally are subject to a minimum tax. An alternative minimum tax is imposed at a
minimum tax rate of 20% on alternative minimum taxable income, which is the sum of a corporation's regular taxable income (with certain adjustments) and tax preference items, less any available
exemption. The alternative minimum tax is imposed to the extent it exceeds the corporation's regular income tax and net operating losses can offset no more than 90% of alternative minimum taxable
income.

To
the extent net income appropriated to a savings association's bad debt reserves for "qualifying real property loans" and deducted for federal income tax purposes exceed the allowable
amount of such reserves computed under the experience method and to the extent of the association's supplemental reserves for losses on loans ("Excess"), such Excess may not, without adverse tax
consequences, be utilized for the payment of cash dividends or other distributions to a shareholder (including distributions on redemption, dissolution or liquidation) or for any other purpose (except
to absorb bad debt losses). As of June 30, 2011, the Bank's Excess for tax purposes totaled approximately $13.6 million.

South Dakota Taxation.The Bank is subject to the South Dakota franchise tax to the extent that such corporations are engaged in
business in the
state of South Dakota. South Dakota does not have a corporate income tax. The franchise tax will be imposed at a rate of 6% on franchise taxable income which is computed in the same manner as federal
taxable income with some minor variations to comply
with South Dakota law, other than the carryover of net operating losses which is not permitted under South Dakota law. A South Dakota return of franchise tax must be filed annually.

Minnesota Taxation.The Bank is subject to the Minnesota corporate income tax to the extent that such corporations are engaged in
business in the
state of Minnesota. The corporate income tax is imposed at a rate of 9.8% on corporate taxable income, which is computed in the same manner as federal taxable income with some minor variations to
comply with Minnesota law. A Minnesota return of corporate income tax must be filed annually.

Delaware Taxation.As a Delaware holding company, the Company is exempted from Delaware corporate income tax but is required to file an
annual report
with and pay an annual fee to the State of Delaware. The Company is also subject to an annual franchise tax imposed by the State of Delaware, which is made in quarterly payments.

Taxation in Other States.Mid America Capital is required to file state income tax returns in those states which lessees have
operations. The total
taxes paid in the year ended June 30, 2011 were not material to the operation of the Company.

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Executive Officers

Information regarding the executive officers of the Company is contained in Part I, Item 1 "Business" of this
Form 10-K pursuant to Instruction 3 to Item 401(b) of Regulation S-K, and is incorporated by reference herein.

The
following table lists the executive officers of the Company and the Bank as of September 1, 2011.

Name

Position with the CompanyCurtis L. Hage

Chairman, President and Chief Executive Officer of the CompanyDarrel L. Posegate

Executive Vice President of the CompanyBrent R. Olthoff

Senior Vice President, Chief Financial Officer and Treasurer of the CompanyDavid A. Brown

Senior Vice President/Community Banking of the BankStephen M. Bianchi

Senior Vice President/PresidentTwin Cities Market of the BankJon M. Gadberry

Senior Vice President/Wealth Management of the BankNatalie A. Sundvold

Senior Vice President/Service & Support of the BankMichael Westberg

Senior Vice President/Chief Credit Officer of the BankBruce E. Hanson, CPA

Vice President, Controller of the Bank


Business Experience of each Executive Officer

CURTIS L. HAGE, age 65, is Chairman, President and Chief Executive Officer of the
Company. He was elected to the position of Chairman of the Board of Directors of the Company in September 1996 and has held the positions of President and Chief Executive Officer since February 1991.
Prior to such time, Mr. Hage served as Executive Vice President of the Bank since 1986. Since joining the Bank in 1968, he served in various capacities prior to being elected Executive Vice
President. Mr. Hage received his M.B.A. from the University of South Dakota and attended the Graduate School of Savings Institution Management at the University of Texas.

DARREL L. POSEGATE, age 53, is Executive Vice President of the Company and has served since November 2010. Prior to such time, he held the
positions of Executive Vice President, Chief Financial
Officer and Treasurer of the Company since January 2002. He has served as President of the Bank since October 2006 and as Executive Vice President, Chief Financial Officer and Treasurer of the Bank
from January 2002 until October 2006. Prior to such time, he was employed in senior leadership roles in the banking industry since 1983. Mr. Posegate received his B.A. degree from Luther
College, Decorah, Iowa.

BRENT R. OLTHOFF, age 40, has served as Senior Vice President, Chief Financial Officer and Treasurer of the Company since November 2010.
Prior to such time, he served as Senior Vice President, Chief Financial Officer and Treasurer of the Bank since April 2007. Mr. Olthoff first joined the Bank in July 2001, and was promoted to
Vice President/Finance in July 2004. From February 2006 to April 2007, Mr. Olthoff was employed by FTN Financial, a capital markets firm in Memphis, Tennessee, where he was Vice President/Asset
Strategies. Mr. Olthoff received his B.B.A degree in Finance from Iowa State University.

DAVID A. BROWN, age 49, has served as the Senior Vice President/Community Banking of the Bank since May 2008. Prior to May 2008, he served
as the Senior Vice President/Business Banking of the Bank since November 1999. Prior to joining the Bank, Mr. Brown served as Vice President/Manager Commercial Banking of Firstar Bank, Sioux
City, Iowa, a National Banking institution. Mr. Brown received his M.B.A. and a B.S. in Business Administration from the University of South Dakota.

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STEPHEN M. BIANCHI,age 47, has served as the President of the Twin Cities market for the Bank since April 2010. Prior to joining the
Bank, he was Senior Vice President at Associated Bank, where he served as Minnesota Regional President and Minnesota Regional Commercial Banking Manager from July 2006 to April 2010. Before that, he
was Twin Cities Business Banking Manager for Wells Fargo Bank, where he held several other management positions over 14 years. Mr. Bianchi received his B.S. degree in Finance and M.B.A.
from Providence College.

JON M. GADBERRY, age 49, has served as Senior Vice President/Wealth Management of the Bank since December 2007. Prior to joining the Bank,
Mr. Gadberry was employed by Bank of the West as Vice President/Trust Manager from April 2003 to December 2007. Mr. Gadberry received his B.S. in Business Administration from Concordia
College in Moorhead, Minnesota.

NATALIE A. SUNDVOLD, age 48, has served as the Senior Vice President/Service & Support of the Bank since October 2002. She joined
the Bank in February 1994 as manager of the phone banking center and was promoted to Vice President/In-Touch Banking in October 1995. Prior to joining the Bank, she was employed by the
Bank of New York from October 1989 to October 1993. Ms. Sundvold received her B.S. from Northern State University.

MICHAEL WESTBERG, age 44, has served as the Senior Vice President/Chief Credit Officer of the Bank since January 2011. Prior to such time,
he served as Senior Vice President/Corporate Strategy of the Bank since May 2008. Prior to May 2008, he served as the Senior Vice President/Retail Banking of the Bank since July 2006.
Mr. Westberg joined the Bank in February 1996 as a branch manager. Prior to joining the Bank, he was employed with First Savings Bank, Beresford, South Dakota, from 1992 to 1996; and The
Associates, Dallas, Texas, from 1989 to 1992. Mr. Westberg attended Illinois State University majoring in business and is a graduate of the American Bankers Association National School of
Banking.

BRUCE E. HANSON, CPA, age 48, has served as Vice President, Controller of the Bank since October 2008. Prior to joining the Bank, he was
employed as Vice President, Controller at South Dakota State Medical Holding Co., dba Dakotacare, from 1996 to September 2008. Mr. Hanson received his B.A. degree in Accounting from the
University of South Dakota.

There
are no family relationships involving any of the Company's executive officers, directors and director nominees.

Mr. Hage
notified the Board of Directors on July 21, 2010 that he will retire effective December 31, 2011 from his positions as an officer of the Company and the
Bank. The Board has formed a search committee to identify the next generation of leadership for the Company and the Bank.

Item 1A.Risk Factors

The
following are certain material risks that our management believes are specific to us and our business. You should understand that it is not possible to
predict or identify all such potential risks and, as such, this list of risk factors should not be viewed as all-inclusive or in any particular order. An investment in our common stock
involves certain risks. Before making an investment decision, you should read carefully and consider the risk factors below in conjunction with the other information in this
Form 10-K and information incorporated by reference into this Form 10-K, including our consolidated financial statements and related notes which are set forth in
Part II, Item 8 "Financial Statements and Supplementary Data" of this Form 10-K. Additional risks and uncertainties not presently known to us at this time or that we
currently deem immaterial may also materially and adversely affect our business and operations. The value or market price of our common stock could decline due to any of these risks, and you may lose
all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking
statements.

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Risks Related to Our Industry and Business

Difficult economic and market conditions have adversely affected our industry.

Dramatic declines in the housing market, with decreasing home prices and increasing delinquencies and foreclosures, have negatively
impacted the credit performance of mortgage and construction loans and resulted in significant write-downs of assets by many financial institutions across the United States. General downward economic
trends, reduced availability of commercial credit and increasing unemployment have negatively impacted the credit performance of commercial and consumer credit, resulting in additional write-downs.
Concerns over the stability of the financial markets and the economy have resulted in decreased lending by financial institutions to their customers and to each other. This market turmoil and
tightening of credit has led to increased commercial and consumer deficiencies, lack of customer confidence, increased market volatility and widespread reduction in general business activity. The
resulting economic pressure on consumers and businesses and the lack of confidence in the financial markets may adversely affect our business, financial condition, results of operations and stock
price. A worsening of these conditions would likely
exacerbate the adverse effects of these difficult market conditions on us and others in the financial institutions industry. In particular, we may face the following risks in connection with these
events:



The Company and Bank are currently undergoing changes in the way we are supervised and examined as a result of the consolidation of federal banking regulators called for by
the Dodd-Frank Act, and may experience operational challenges or increased costs in the course of full transition to our new regulators.

As a result of regulatory restructuring called for by the Dodd-Frank Act, effective July 21, 2011, the Federal
Reserve became the primary federal regulator of the Company and the OCC became the primary federal regulator of the Bank. The Federal Reserve has issued an interim final rule that governs the
activities of savings and loan holding companies and has begun to apply certain parts of its current consolidated supervisory program for bank holding companies, including significantly enhanced
reporting requirements, to savings and loan holding companies. Also, the OCC recently published an interim final rule that reissues, as new OCC regulations, the former OTS regulations that the OCC has
authority to promulgate and enforce as of the transfer date. As noted in the rulemaking, the interim final rule is part of a larger OCC review of OCC and OTS regulations to determine what changes are
needed for the transition to OCC supervision of federal savings associations. The OCC announced that, as a continuation of this review, it will consider more comprehensive substantive amendments to
these regulations, as appropriate, later this year. Accordingly, the Company and Bank are currently transitioning to the jurisdiction of our new regulators and expect that some aspects of the
regulatory

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restructuring
process may result in increased costs, which could have an adverse impact on our results of operations.

Legislative and regulatory initiatives taken to date may not achieve their intended objectives; proposed and future initiatives may substantially increase compliance burdens
and further impact our financial condition or results of operations.

Legislative and regulatory initiatives taken to date by Congress and the federal banking regulators to address financial regulatory
reform may not achieve their intended objectives, thereby requiring additional legislation or regulation of the financial services industry. Furthermore, the Basel Committee on Banking Supervision and
other international bodies comprised of banking regulators have committed to raise capital standards and liquidity buffers within the banking system by imposing new requirements, for example a
requirement that all regulatory capital instruments issued by depository institutions must include contractual terms that allow regulators to write them off or convert them to common shares in the
event of the institution's failure. Such proposals may impose more stringent standards than currently applicable or anticipated with respect to capital and liquidity requirements for depository
institutions. We cannot predict whether such proposals will ultimately be adopted, or the impact that such proposals, if adopted, would have upon our financial condition or results of operations.

As a result of current economic conditions, the Bank's allowance for loan losses may prove to be insufficient to absorb losses in its loan portfolios, which could adversely
affect its operating results.

While the Bank maintains an allowance for loan and lease losses to provide for loan defaults and non-performance, losses
may exceed the value of the collateral securing the loans and the allowance may not fully cover any excess loss. At June 30, 2011, the Bank's nonperforming loans (which consist of nonaccrual
loans and loans still accruing but past due greater than 90 days) totaled $36.5 million, or 4.42% of its loan portfolio. At June 30, 2011, the Bank's nonperforming assets (which
include foreclosed real estate) were $37.2 million, or 3.12% of assets. In addition, the Bank had $6.7 million in accruing loans that were 30 to 89 days delinquent at
June 30, 2011. At June 30, 2011, the Bank held $14.3 million of loan and lease loss reserves, or 1.73% of total loans, and 39.23% of nonperforming loans.

Until
economic and market conditions improve, the Bank may continue to incur additional losses relating to an increase in nonperforming loans. The Bank does not record interest income on
non-accrual loans or other real estate owned, thereby adversely affecting its income, and increasing its loan administration costs. When the Bank takes collateral in foreclosures and
similar proceedings, it is required to mark the related loan to the then fair market value of the collateral, which may result in a loss. These loans and other real estate owned also increase its risk
profile and the capital its regulators believe is appropriate in light of such risks. As a result of current economic conditions, additional provisions for loan losses may be necessary.

The
Bank makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and the value of the real estate and
other assets serving as collateral for the repayment of loans. The Bank's allowance for loan and lease losses is based on these judgments, as well as historical loss experience and an evaluation of
the other risks associated with the loan portfolio, including but not limited to, the size and composition of the loan portfolio, current economic condition and geographic concentrations within the
portfolio. The Bank's allowance is also periodically reviewed by its regulators. If the Bank's assumptions or judgments used to determine the allowance proves to be incorrect, if the value of the
collateral securing the loans decreases substantially or if the Bank's regulators disagree with the Bank's judgments, the Bank may need to increase the allowance in amounts that exceed its
expectations. Material additions to the allowance would adversely affect our results of operations and financial condition.

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Determination of the appropriate level of the allowance for loan losses involves a high degree of subjectivity and requires significant estimates, and actual losses may vary
from current estimates.

The Bank maintains an allowance for loan losses to provide for loans in its portfolio that may not be repaid in their entirety. The
determination of the appropriate level of the allowance for loan losses involves a high degree of subjectivity and requires us and the Bank to make significant estimates of current credit risks and
future trends, all of which may undergo material changes.

In
evaluating the adequacy of the Bank's allowance for loan losses, we consider numerous quantitative factors, including our historical charge-off experience, growth of our
loan portfolio, changes in the composition of our loan portfolio and the volume of delinquent and classified loans. In addition, we use information about specific borrower situations, including their
financial position and estimated collateral values, to estimate the risk and amount of loss for those borrowers. Finally, we consider many qualitative factors, including general and economic business
conditions, duration of the current business cycle, current general market collateral valuations, trends apparent in any of the factors we take into account and other matters, which are by nature
subjective and fluid. Our estimates of the risk of loss and amount of loss on any loan are complicated by the significant uncertainties surrounding the Bank's borrowers' abilities to successfully
execute their business models through changing economic environments, competitive challenges and other factors. In considering information about specific borrower situations, our analysis is subject
to the risk that we are provided inaccurate or incomplete information. Because of the degree of uncertainty and susceptibility of these factors to change, the Bank's actual losses may vary from our
current estimates.

Additionally,
bank regulators periodically review the Bank's allowance for loan losses and may require an increase in the provision for loan losses or recognize loan
charge-offs based upon their judgments, which may be different from ours. Any increase in the Bank's allowance for loan losses or loan charge-offs required by these regulatory
authorities may adversely affect our operating results.

We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our
performance.

We are a community bank, and our reputation is one of the most valuable components of our business. As such, we strive to conduct our
business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve,
delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected, by the actions of our employees or otherwise, our business and,
therefore, our operating results may be materially adversely affected.

Our financial success is dependent on the prevailing economic, political and business conditions as well as the population growth in South Dakota and Minnesota.

Our success and growth is dependent on the income levels, deposits and population growth in our primary market area, which are
communities located in eastern and central South Dakota, including the Sioux Falls metropolitan statistical area (MSA), and the cities of Pierre, Mitchell, Aberdeen, Brookings, Dakota Dunes, Watertown
and Yankton. In the fourth quarter of fiscal 2011, a branch office was established in the metropolitan area of Minneapolis, Minnesota, which has expanded our coverage area. If the communities in which
we operate do not grow or if prevailing economic conditions locally are unfavorable, our business will be negatively affected.

Additionally,
there are inherent risks associated with our lending activities, including credit risk, which is the risk that borrowers may not repay outstanding loans or the value of the
collateral securing loans decreases. Our business operations and activities are concentrated in the state of South Dakota and most of our credit exposure is in that state, so we are specifically at
risk from adverse economic,

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political
and business conditions that affect South Dakota. Accordingly, economic and business conditions in South Dakota, such as increases in unemployment, commercial and consumer delinquencies and
real estate foreclosures, as well as decreases in real gross domestic product, home and land prices or home sales, will each adversely impact our credit risk.

For
example, credit card issuers, a significant employer in the Sioux Falls MSA, are subject to recently enacted legislation that may result in their interest income and loan fee income
being significantly reduced, which could cause these companies to scale back their operations and reduce personnel. A reduction in such operations and personnel could negatively affect the economic
conditions in South Dakota, which in return could negatively impact our credit risk and business.

Our financial success is dependent on our ability to compete effectively in highly competitive markets.

We operate in the highly competitive markets of South Dakota and Minnesota. Our future growth and success will depend on our ability to
compete effectively in these markets. Through the Bank, we compete for loans, deposits and other financial services in geographic markets with other local, regional and national commercial banks,
credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds and other mutual funds, as well as
super-regional, national
and international financial institutions. Many of our competitors offer products and services different from us, and have substantially greater resources, name recognition and market presence than we
do, which benefits them in attracting business. Larger competitors may be able to price loans and deposits more aggressively than we can and have broader customer and geographic bases to draw upon.

Competitors
that are not depository institutions are generally not subject to the extensive regulations that apply to us. Through the Bank, we compete with these institutions both in
attracting deposits and in making loans. In addition, we must attract our customer base from other existing financial institutions and from new residents. There is a risk that we will not be able to
compete successfully with these other financial institutions in our markets, and that we may have to pay higher interest rates to attract deposits or charge lower interest rates to obtain loan volume,
resulting in reduced profitability. In new markets that we may enter, we will also compete against well-established community banks that have developed relationships within the community.

We are subject to extensive regulations that may limit or restrict our activities, and the cost of compliance is high.

We operate in a highly regulated industry and are subject to examination, supervision and comprehensive regulation by various
regulatory agencies, currently including the OCC, Federal Reserve and the FDIC. Banking regulations are primarily intended to protect the DIF and depositors, not stockholders. Our compliance with
these regulations is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on
deposits and locations of offices. We are also subject to regulatory capital requirements, which require us to maintain adequate capital to support our growth. If we fail to meet these capital and
other regulatory requirements, our ability to grow, our cost of funds and FDIC insurance, our ability to pay dividends on our common stock, and our ability to make acquisitions could be materially and
adversely affected.

As
previously highlighted, the Dodd-Frank Act enacted last year dramatically impacts the regulation and activities of federal thrifts and their holding companies by, among
other things, abolishing our primary regulator, the OTS, and providing for new rules that govern the provision of consumer financial products and services. Implementation of the Dodd-Frank
Act will require new mandatory and discretionary rulemakings by numerous federal regulatory agencies over the next several

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years
which are likely to have a significant impact on the operations of all depository institutions and their holding companies.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, Real Estate Settlement Procedures Act, Truth-in-Lending Act or other laws and
regulations could result in fines or sanctions, and curtail expansion opportunities

Financial institutions are required under the USA PATRIOT and Bank Secrecy Acts to develop programs to prevent financial institutions
from being used for money-laundering and terrorist activities. Financial institutions are also obligated to file suspicious activity reports with the U.S. Treasury Department's Office of Financial
Crimes Enforcement Network if such activities are detected. These rules also require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to
open new financial accounts. Failure or the inability to comply with these regulations could result in fines or penalties, curtailment of expansion opportunities, intervention or sanctions by
regulators and costly litigation or expensive additional controls and systems. During the last few years, several banking institutions have received large fines for non-compliance with
these laws and regulations. In addition, the federal government has imposed and is expected to expand laws and regulations relating to residential and consumer lending activities that create
significant new compliance burdens and financial risks. We have developed policies and continue to augment procedures and systems designed to assist in compliance with these laws and regulations.

Liquidity risks could affect operations and jeopardize our financial condition.

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of loans and other sources
to accommodate our existing and future lending and investment activities could have a substantial negative effect on our liquidity and severely constrain our financial flexibility. Our primary source
of funding is retail deposits gathered through our network of branch offices. Our alternative funding sources include, without limitation, brokered certificates of deposit, federal funds purchased,
Federal Reserve Discount Window borrowings, FHLB of Des Moines advances and short- and long-term debt.

The
Bank has historically obtained funds principally through local deposits and it has a base of lower cost transaction deposits. Generally, we believe local deposits are a cheaper and
more stable source of funds than other borrowings, because interest rates paid for local deposits are typically lower than interest rates charged for borrowings from other institutional lenders and
reflect a mix of transaction and time deposits, whereas brokered deposits typically are higher cost time deposits.

Our
costs of funds, profitability and liquidity will be adversely affected to the extent we have to rely upon higher cost borrowings from other institutional lenders or brokers to fund
loan demand or liquidity needs, and changes in our deposit mix and growth could adversely affect our profitability and the ability to expand our loan portfolio.

The
Bank currently has a $15.0 million unsecured line of federal funds with First Tennessee Bank, NA, which did not have an outstanding balance at June 30, 2011 and 2010.
The line was advanced upon during the past 12 months for contingent funding testing purposes.

The
Bank currently has a $20.0 million unsecured line of federal funds with Zions Bank, which did not have an outstanding balance at June 30, 2011 and 2010. The line was
advanced upon during the past 12 months for contingent funding testing purposes.

We
may look to sell production assets, such as mortgage loans, into the secondary market as a means to manage the size of our balance sheet and manage the use of our capital. The demand
for these products in the capital markets is not driven by us and may not benefit us at the time we look to sell the loans.

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Our
liquidity, on a parent only basis, may be adversely affected by certain restrictions on receiving dividends from the Bank without prior regulatory approval.

Higher FDIC deposit insurance premiums and assessments could adversely affect our financial condition.

Market
developments have significantly depleted the DIF and reduced the ratio of reserves to insured deposits. Earlier this year, the FDIC Board approved a
final rule that implements a new deposit insurance assessment system for insured depository institutions. Among other things, the new assessment structure modifies an institution's current deposit
insurance assessment base from adjusted domestic deposits to an institution's average consolidated total assets minus average tangible equity, as required by the Dodd-Frank Act. The new
assessment base is larger than the previous assessment base, however the new assessment structure includes revisions to the total base assessment rate schedule by lowering assessments rates, after
adjustments, to a range between 2.5 and 45 basis points depending on an institution's risk category, subject to progressively lower rates as the DIF reserve ratio reaches certain milestones.
Importantly, the final rule retains flexibility for the FDIC Board to adopt actual rates that are higher or lower than total base assessment rates without requiring further
notice-and-comment rulemaking, subject to limitations providing that: (1) the FDIC Board cannot increase or decrease rates from one quarter to the next by more than 2
basis points; and (2) cumulative increases and decreases cannot be more than 2 basis points higher or lower than the total base assessment rates. While the final rule is expected to have a
positive effect on smaller institutions with less than $10 billion in assets, the impact of the FDIC final rule,
and/or additional FDIC special assessments or other regulatory changes affecting the financial services industry could negatively affect the Company's liquidity and financial results in future
periods.

Our profitability may be affected by changes in market interest rates.

Through our banking subsidiary, the Bank, our profitability depends in large part on our net interest income, which is the difference
between interest earned from interest-earning assets, such as loans and mortgage-backed securities, and interest paid on interest-bearing liabilities, such as deposits and borrowings. Our net interest
income will be adversely affected if market interest rates change such that the interest we pay on deposits and borrowings increase faster than the interest earned on loans and investments.

Our
results of operations will be affected by domestic economic conditions and the monetary and fiscal policies of the U.S. government and its agencies. The Federal Reserve has, and is
likely to continue to have, an important impact on the operating results of lending institutions through its power to implement national monetary policy, among other things, in order to curb inflation
or combat a recession. The Federal Reserve affects the levels of bank loans, investments and deposits through its control over the issuance of U.S. government securities, its regulation of the
discount rate applicable to member banks and its influence over reserve requirements to which member banks are subject. If short-term interest rates rise, and if rates on our deposits and
borrowings re-price upwards faster than the rates on our long-term loans and investments, we may experience compression of our net interest margin, which will have a negative
effect on our results of operations. We cannot predict the nature or impact of future changes in monetary and fiscal policies.

While
we intend to manage the effects of changes in interest rates by adjusting the terms, maturities and pricing of our assets and liabilities, our efforts may not be effective in a
changing rate environment and our financial condition and results of operations may suffer.

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The recent repeal of federal prohibitions on payment of interest on demand deposits could increase our interest expense.

All federal prohibitions on the ability of financial institutions to pay interest on demand deposit accounts were repealed as part of
the Dodd-Frank Act. As a result, beginning on July 21, 2011, financial institutions could commence offering interest on demand
deposits to compete for clients. We do not know what interest rates other institutions may offer in the future. Our interest expense will increase and our net interest margin will decrease if we begin
offering interest on demand deposits to attract new customers or maintain current customers, which could have a material adverse effect on our business, financial condition and results of operation.

A significant portion of our loan portfolio is secured by real estate; therefore, we have a high degree of risk from a downturn in our real estate markets and the local
economy and face risks that are unique to holding foreclosed real estate.

A further downturn in the real estate market and local economy in South Dakota could hurt our business because a significant portion of
our loans are secured by real estate located in South Dakota. Real estate values and real estate markets are generally affected by, among other things, changes in regional or local economic
conditions, fluctuations in interest rates, and the availability of loans to potential purchasers. If real estate values decline in South Dakota, the value of real estate collateral securing our loans
could be significantly reduced. Our ability to recover on defaulted loans by foreclosing and selling the real estate collateral would then be diminished and we would be more likely to suffer losses on
defaulted loans.

Additionally,
the Bank faces certain risks that are unique to holding foreclosed real estate, such as the risk that hazardous or toxic substances are found on the foreclosed property,
which may require the Bank to incur substantial expenses to remediate or materially reduce the property's value. Although the Bank has policies and procedures in place to ensure that an environmental
review is performed before initiating any foreclosure action on real property, these reviews may turn out to be insufficient to detect all potential environmental hazards. The remediation costs and
any other financial liabilities associated with an environmental hazard in connection with foreclosed real estate could have a material adverse effect on our financial condition and results of
operations.

Our loan concentration presents a business risk if the agriculture industry suffers a downturn.

Agricultural loans comprised 30.4% of our total loan and lease portfolio at June 30, 2011. A number of these loans have
relatively large balances. The deterioration of one or a few of these loans may cause a significant increase in nonperforming loans. Our agricultural loans may involve a greater degree of risk than
other loans, and the ability of the borrower to repay may be affected by many factors outside of the borrower's control. In addition, many farms are dependent on a limited number of key individuals
whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower's ability to repay the loan may be impaired.
The primary crops in our market areas are corn and soybeans. Accordingly, adverse circumstances affecting these crops could have an adverse effect on our agricultural loan portfolio. Furthermore, any
extended period of low commodity prices, significantly reduced yields on crops, reduced levels of government assistance to the agricultural industry and/or reduced farmland values could result in a
significant increase in our nonperforming loans. An increase in nonperforming loans could result in a loss of net income from these loans, an increase in the provision for loan losses, and/or an
increase in loan charge-offs, which would have an adverse impact on our results of operations and financial condition.

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The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other
financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. As a result, defaults by, or even rumors or questions
about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or
by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral
held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure. There is no assurance that any such losses would not
materially and adversely affect our results of operations.

Future acquisitions and expansion activities may disrupt our business, dilute existing stockholders and adversely affect our operating results.

We intend to continue to evaluate potential acquisitions and expansion opportunities in the normal course of our business. To the
extent that we grow through acquisitions, we may not be able to adequately or profitably manage this growth. Acquiring other banks, thrifts, or financial service companies, as well as other geographic
and product expansion activities, involve various risks including:



We may participate in FDIC-assisted acquisitions, which could present additional risks to our financial condition.

We may make opportunistic whole or partial acquisitions of troubled financial institutions in transactions facilitated by the FDIC. In
addition to the risks frequently associated with acquisitions, an acquisition of a troubled financial institution may involve a greater risk that the acquired assets underperform compared to our
expectations. Because these acquisitions are structured in a manner that would not allow us the time normally associated with preparing for and evaluating an acquisition, including preparing for
integration of an acquired institution, we may face additional risks including, among other things, the loss of customers, strain on management resources related to collection and management of
problem loans and problems related to integration of personnel and operating systems. Additionally, while the FDIC may agree to assume certain losses in transactions that it facilitates, there

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can
be no assurances that we would not be required to raise additional capital as a condition to, or as a result of, participation in an FDIC-assisted transaction. Any such transactions
and related issuances of stock may have dilutive effect on earnings per share and share ownership.

Attractive acquisition opportunities may not be available to us in the future.

We expect that other banking and financial service companies, many of which have significantly greater resources than us, will compete
with us in acquiring other banks, thrifts, and financial service companies. This competition could increase prices for potential acquisitions that we believe are attractive. Also, acquisitions are
subject to various regulatory approvals. If we fail to receive the appropriate regulatory approvals, we will not be able to consummate an acquisition that we believe is in our best interests. Among
other things, our regulators consider our capital, liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when considering acquisition and expansion proposals. Any
acquisition could be dilutive to our earnings and stockholders' equity per share of our common stock.

Our ability to complete acquisitions and expansion activities, if any, may require us to raise additional capital that may not be available when it is needed or may not be
available on terms acceptable to us.

We are required by regulatory agencies to maintain adequate levels of capital to support our operations and such levels may be
increased by legislative and regulatory
developments. To complete any future acquisitions and expansion activities, we may need to raise additional capital. Our ability to raise additional capital, if needed, will depend in part on
conditions in the capital markets at that time, which are outside our control. Accordingly, we may not be able to raise additional capital, if needed, on terms acceptable to us. If we cannot raise
additional capital when needed, our ability to further expand our operations through organic or external growth could be materially impaired.

In
the event that we are able to raise capital through the issuance of additional shares of common stock or other securities, the ownership interests of current investors would be
diluted and the per share book value of our common stock may be diluted. New investors may also have rights, preferences and privileges senior to the holders of our common stock, which may adversely
affect the holders of our common stock.

We are subject to security and operational risks relating to our use of technology that could damage our reputation and our business.

Security breaches in our Internet banking activities or other communication and information systems could damage our reputation, result
in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on
our financial condition and results of operations. We rely on standard Internet and other security systems to provide the security and authentication necessary to effect secure transmission of data.
These precautions may not protect our systems from compromises or breaches of our security measures.

Employee
errors could also subject us to financial claims for negligence. We maintain a system of internal controls and insurance coverage to mitigate against operational risks,
including data processing system failures and errors and customer or employee fraud. Should our internal controls fail to prevent or detect an occurrence, and if any resulting loss is not insured or
exceeds applicable insurance limits, such failure could have a material adverse effect on our business, financial condition and results of operations.

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The loss of one or more of our key personnel, or our failure to attract, assimilate and retain other highly qualified personnel in the future, could harm our business.

As a community bank, we expect our future growth to be driven in large part by the relationships that our key personnel, including
Curtis L. Hage, our Chairman, President and Chief Executive Officer, Darrel L. Posegate, our Executive Vice President, and Brent R. Olthoff, our Senior Vice President, Chief Financial Officer and
Treasurer, maintain with our customers. We do not have long-term employment agreements with any of our officers or key employees. The employment agreements of Mr. Posegate and
Mr. Olthoff have a term of one year, which automatically renew on July 1 for an additional year unless, no later than March 31 of the previous year, either the Bank or
Mr. Posegate or Mr. Olthoff provide notice that the employment agreement shall not be extended. Mr. Hage has notified us that he will retire effective December 31, 2011
from his positions as an officer of the Company and the Bank. Search efforts are underway to identify the next generation of leadership for the Company and the Bank.

We
believe that our continued growth and future success will depend in large part upon the skills of our management team. The competition for qualified personnel in the financial
services industry can be intense, and the loss of key personnel or an inability to continue to attract, retain and motivate key personnel could adversely affect our business. The unexpected loss of
any of our key employees could have a material adverse effect on our business and possibly result in reduced revenues and net income.

Adverse weather affecting the markets we serve could hurt our business and prospects for growth.

The South Dakota economy, in general, is heavily dependent on agriculture and therefore the overall South Dakota economy, and
particularly the economies of the rural communities that we serve, can be greatly affected by severe weather conditions, including droughts, storms, tornadoes and flooding. Unfavorable weather
conditions may decrease agricultural productivity or could result in damage to our branch locations or the property of our customers, all of which could adversely affect the local economy. An adverse
affect on the economy of South Dakota would negatively affect our profitability.

Changes in or interpretations of accounting standards may materially impact our financial statements.

Accounting principles generally accepted in the United States and accompanying accounting pronouncements, implementation guidelines,
interpretations and practices for many aspects of our business are complex and involve subjective judgments, including, but not limited to, accounting for the allowance for loan and lease losses and
pending and incurred but not reported health claims. Changes in these estimates or changes in other accounting rules and principles, or their interpretation, could significantly change our reported
net income and operating results, and could add significant volatility to those measures, without a comparable underlying change in cash flow from operations.

The holders of our junior subordinated debentures have rights that are senior to those of our stockholders.

We have supported our continued growth through the issuance of trust preferred securities from special purpose trusts and accompanying
sales of junior subordinated debentures to these trusts. The accompanying junior subordinated debentures have an aggregate liquidation amount totaling $27.8 million as of June 30, 2011.
Payments of the principal and interest on the trust preferred securities of these trusts are conditionally guaranteed by us. Further, the accompanying junior subordinated debentures that we issued to
the trusts are senior to our shares of common stock. As a result, we must make payments on the junior subordinated debentures before any dividends can be paid on our common stock and, in the event of
our bankruptcy, dissolution or liquidation, the holders of the junior subordinated debentures must be satisfied before any distributions can be made on our common stock.

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Risks Relating to Our Common Stock

The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell shares of our common stock at times or at prices you find
attractive.

The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility, which has
reached unprecedented levels in past months. In some cases, the markets have produced downward pressure on stock prices for certain issuers without regard to those issuers' underlying financial
strength. As a result, the trading volume in our common stock may fluctuate more than usual and cause significant price variations to occur. This may make it difficult for you to resell shares of our
common stock at times or at prices you find attractive.

The
trading price of the shares of our common stock will depend on many factors that may change from time to time and may be beyond our control. Among the factors that could affect our
stock price are those identified in the section entitled "Special Cautionary Note Regarding Forward-Looking Statements" and as follows:



A
significant decline in our stock price could result in substantial losses for individual stockholders and could lead to costly and disruptive securities litigation.

Our ability to pay dividends depends primarily on dividends from our banking subsidiary, the Bank, which is subject to regulatory limits.

We are a unitary thrift holding company and our operations are conducted primarily by our banking subsidiary, the Bank. Since we
receive substantially all of our revenue from dividends from the

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Bank,
our ability to pay dividends on our common stock depends on our receipt of dividends from the Bank.

Dividend
payments from the Bank are subject to legal and regulatory limitations, generally based on net income and retained earnings. The ability of the Bank to pay dividends to us is
also subject to its profitability, financial condition, capital expenditures and other cash flow requirements. The Bank may not be able to generate adequate cash flow to pay us dividends in the
future. The inability to receive dividends from the Bank could have an adverse effect on our business and financial condition.

Furthermore,
holders of our common stock are only entitled to receive the dividends as our Board of Directors may declare out of funds legally available for such payments. Although we
have historically
paid cash dividends on our common stock, we are not required to do so and our Board of Directors could reduce or eliminate our common stock dividend in the future. This could adversely affect the
market price of our common stock.

Additionally,
we may elect in the future to defer interest payments on our junior subordinated debentures discussed above. The debenture agreements prohibit dividend payments on our
common stock following the deferral of interest payments on the subordinated debentures underlying the trust preferred securities.

The trading volume in our common stock has been low, and the sale of a substantial number of shares of our common stock in the public market could depress the price of our
common stock and make it difficult for you to sell your shares.

Our common stock is listed to trade on The Nasdaq Global Market but is thinly traded. As a result, you may not be able to sell your
shares of common stock on short notice. Additionally, thinly traded stock can be more volatile than stock trading in an active public market. The sale of a substantial number of shares of our common
stock at one time could depress the market price of our common stock, making it difficult for you to sell your shares and impairing our ability to raise capital.

We may raise additional capital, which could have a dilutive effect on the existing holders of our common stock and adversely affect the market price of our common stock.

We are not restricted from issuing additional shares of common stock or securities that are convertible into or exchangeable for, or
that represent the right to receive, common stock. We may evaluate opportunities to access the capital markets taking into account our regulatory capital ratios, financial condition and other relevant
considerations, and subject to market conditions, we may take further capital actions. Such actions could include, among other things, the issuance of additional shares of common stock in public or
private transactions in order to further increase our capital levels above the requirements for a well-capitalized institution established by the federal bank regulatory agencies as well
as other regulatory targets.

We
face significant regulatory and other governmental risks as a financial institution, and it is possible that capital requirements and directives could in the future require us to
change the amount or composition of our current capital, including common equity.

The
issuance of any additional shares of common stock or securities convertible into or exchangeable for common stock or that represent the right to receive common stock, or the exercise
of such securities, could be substantially dilutive to holders of our common stock. Holders of our shares of common stock have no preemptive rights that entitle holders to purchase their pro rata
share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our stockholders. The market price of our common stock could
decline as a result of sales of shares of our common stock or the perception that such sales could occur.

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Certain provisions of our Certificate of Incorporation and Bylaws, as well as Delaware and federal law, may discourage, delay or prevent an acquisition of control of us.

Certain provisions included in our Certificate of Incorporation and Bylaws, as well as certain provisions of the Delaware General
Corporation Law and federal law, may discourage, delay or prevent potential acquisitions of control of us, particularly when attempted in a transaction that is not negotiated directly with, and
approved by, our Board of Directors, despite possible benefits to our stockholders.

Specifically,
our Certificate of Incorporation and Bylaws, as the case may be, include certain provisions that:



Furthermore,
federal law requires Federal Reserve approval prior to any direct or indirect acquisition of "control" (as defined in Federal Reserve regulations) of the Bank, including any
acquisition of control of us. By statute, a company would be found to "control" the Bank if the Company: (1) directly or indirectly or acting in concert with one or more persons, owns,
controls, or has the power to vote 25% or more of the voting securities of the Company or Bank; (2) controls in any manner the election of a majority of the directors of the Company's or Bank's
board; or

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(3) directly
or indirectly exercises a controlling influence over the management or policies of the Company and Bank. The Federal Reserve's implementing regulations include a specific
definition of "control" similar to the statutory definition, with certain additional provisions. In addition to the rebuttable presumptions of control set forth in the implementing regulations, the
Federal Reserve's supervision manual for supervised institutions provides that there are a number of other circumstances
that are indicative of control and may call for further investigation to uncover facts that support a determination of control.

Item 1B.Unresolved Staff Comments

None.

Item 2.Properties

The
Company and its direct and indirect subsidiaries conduct their business at the main office located at 225 South Main Avenue, Sioux Falls, South Dakota,
57104. Currently, the Bank has a total of 34 banking centers in its market area and Internet access located atwww.homefederal.comor www.infiniabank.com.
Of such 34 total banking centers, the Company owns 15, including the main office, and leases 19 others. For a description of the
Bank's market area, see Item 1, "BusinessMarket Area" of this Form 10-K.

The
total net book value of the Company's premises and equipment (including land, building, leasehold improvements and furniture, fixtures and equipment) at June 30, 2011 was
$15.0 million. Management believes there is a continuing need to keep facilities and equipment up-to-date and continued investment will be necessary in the future.

Item 3.Legal Proceedings

The
Company, the Bank and each of their subsidiaries are, from time to time, involved as plaintiff or defendant in various legal actions arising in the normal
course of their businesses. While the ultimate outcome of any such proceedings cannot be predicted with certainty, it is generally the opinion of management, after consultation with counsel
representing the Bank and the Company in any such proceedings, that the resolution of any such proceedings should not have a material effect on the Company's consolidated financial position or results
of operations. The Company, the Bank and each of their subsidiaries are not aware of any legal actions or other
proceedings contemplated by governmental authorities outside of the normal course of business.

Item 4.    [Removed and Reserved]

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PART II

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities

Stock Listing

The Company's common stock is traded under the symbol "HFFC" on the NASDAQ Global Market.

The
following table sets forth the range of high and low sale prices for the Company's common stock for each quarter of the two most recent fiscal years ended June 30, 2011 and
2010. Quotations for such periods are as reported by the NASDAQ Global Market.

FISCAL 2011

HIGH

LOW1st Quarter

$
10.97

$
9.252nd Quarter

$
11.15

$
10.003rd Quarter

$
11.20

$
10.574th Quarter

$
11.24

$
10.55




FISCAL 2010

HIGH

LOW1st Quarter

$
13.00

$
10.602nd Quarter

$
11.39

$
8.053rd Quarter

$
10.45

$
9.254th Quarter

$
11.73

$
9.46


As
of September 1, 2011, the Company had 448 holders of record of its common stock.

The
transfer agent for the Company's common stock is BNY Mellon Shareowner Services, P.O. Box 358015, Pittsburgh, PA 15252.

Dividends

The Company paid cash dividends on a quarterly basis of $0.1125, $0.1125, $0.1125 and $0.1125 per share throughout fiscal 2011. The
Company paid cash dividends on a quarterly basis of $0.1125, $0.1125, $0.1125 and $0.1125 per share in fiscal 2010. On July 25, 2011, the Board of Directors announced the approval of a cash
dividend of $0.1125 per share and the Company paid the respective cash dividends on August 12, 2011 to stockholders of record on August 5, 2011.

The
Company's ability to pay dividends on its common stock is dependent on the dividend payments it receives from the Bank, since the Company receives substantially all of its revenue in
the form of
dividends from the Bank. Future dividends are not guaranteed and will depend on the Company's ability to pay them.

Federal
regulations govern the permissibility of capital distributions by a federal savings association. Pursuant to the Dodd-Frank Act, savings associations that are part of
a savings and loan holding company structure must now file a notice of a declaration of a dividend with the Federal Reserve. In the case of cash dividends, OCC regulations require that federal
savings associations that are subsidiaries of a stock savings and loan holding company must file an informational copy of that notice with the OCC at the same time it is filed with the Federal
Reserve. OCC regulations further set forth the circumstances under which a federal savings association is required to submit an application or notice before it may make a capital distribution.

A
federal savings association proposing to make a capital distribution is required to submit an application to the OCC if: (1) the association does not qualify for expedited
treatment pursuant to criteria set forth in OCC regulations; (2) the total amount of all of the association's capital

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distributions
(including the proposed capital distribution) for the applicable calendar year exceeds the association's net income for that year to date plus the association's retained net income for
the preceding two years; (3) the association would not be at least adequately capitalized following the distribution; or (4) the proposed capital distribution would violate a prohibition
contained in any applicable statute, regulation, or agreement between the association and the OCC or the Company's and Bank's former regulator, the OTS, or violate a condition imposed on the
association in an application or notice approved by the OCC or the OTS.

A
federal savings association proposing to make a capital distribution is required to submit a prior notice to the OCC if: (1) the association would not be well capitalized
following the distribution; (2) the proposed capital distribution would reduce the amount of or retire any part of the association's common or preferred stock or retire any part of debt
instruments such as notes or debentures included in the association's capital (other than regular payments required under a debt instrument); or (3) the association is a subsidiary of a savings
and loan holding company and is not required to file a notice regarding the proposed distribution with the Federal Reserve, in which case only an informational copy of the notice filed with the
Federal Reserve needs to be simultaneously provided to the OCC.

Each
of the Federal Reserve and OCC have primary reviewing responsibility for the applications or notices required to be submitted to them by savings associations relating to a proposed
distribution. The Federal Reserve may disapprove of a notice, and the OCC may disapprove of a notice or deny an application, if:



The
Company's ability to pay dividends is also subject to the terms of its outstanding trust preferred securities and the accompanying junior subordinated debentures. Under the terms of
these debentures, the Company may defer interest payments on the debentures for up to five years. If the Company defers such interest payments, the Company may not declare or pay any cash dividends on
any shares of its common stock during the deferral period.

In
addition, the Company has a line of credit for $4.0 million with United Bankers' Bank with no outstanding balance at June 30, 2011. The line of credit matures on
October 1, 2011. In case of default on the line of credit, the Company's ability to pay cash dividends may be restricted.



The following line graph compares the cumulative total stockholder return on the Company's common stock to the comparable cumulative
total return of the NASDAQ Market Index and the NASDAQ Bank Index for the last five years.

The
performance graph assumes that on July 1, 2006, $100 was invested in the Company's common stock (at the closing price of the previous trading day) and in each of the indexes.
The comparison assumes the reinvestment of all dividends. Cumulative total stockholder returns for the Company's common stock, the NASDAQ Market Index and the NASDAQ Bank Index are based on the
Company's fiscal year ending June 30. The performance graph represents past performance and should not be considered to be an indication of future performance.

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COMPARISON OF 5-YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN        AMONG HF FINANCIAL CORP.,        NASDAQ MARKET INDEX AND NASDAQ BANK INDEX

GRAPHIC

ASSUMES $100 INVESTED ON JULY 01, 2006
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING JUNE 30, 2011

Equity Compensation Plan Information

The following table sets forth certain information about the common stock that may be issued upon exercise of options, warrants and
rights under all of the Company's existing equity compensation plans as of June 30, 2011, including the 2002 Stock Option and Incentive Plan, the 1996 Director Restricted Stock Plan, and the
1991 Stock Option and Incentive Plan (collectively, the "Incentive Plans"). The 1996 Director Restricted Stock Plan expired on January 1, 2007, and the 1991 Stock Option and Incentive Plan
expired on October 27, 2002. Although the column below entitled "Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights" includes common stock to be issued
upon unexpired options issued under the 1991 Stock Option and Incentive Plan, no common stock remains available for future awards under the 1991 Stock Option and Incentive

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Plan.
Additionally, no common stock remains available for future awards under the 1996 Director Restricted Stock Plan.

Plan Category

Number of Shares to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights

Number of Shares
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Shares Reflected
in the First Column)(1)Equity plan compensation plans approved by stockholders


293,589

$
13.60


349,084Equity plan compensation plans not approved by stockholders


N/A


N/A


N/ATotal


293,589

$
13.60


349,084


(1)All
349,084 shares may be issued under the 2002 Stock Option and Incentive Plan in the form of nonvested stock.


Sales of Unregistered Stock

None.

Issuer Purchases of Equity Securities

None.

Item 6.Selected Financial Data

The following table sets forth selected consolidated financial statement and operations data with respect to the Company for the
periods indicated. This information should be read in conjunction with the Financial Statements and related notes appearing in Part II, Item 8 "Financial Statements and Supplementary
Data" of this Form 10-K and with Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this
Form 10-K. The Company's selected financial statement and operations data for each of the fiscal years 2007 through 2011 have been derived from audited consolidated financial
statements, which have been audited by Eide Bailly, LLP, the Company's independent public accountants.

At June 30,2011

2010

2009

2008

2007(Dollars in Thousands)Selected Statement of Financial Condition Data:Total assets

$
1,191,321

$
1,253,015

$
1,176,796

$
1,103,494

$
1,001,454Securities available for sale


234,860


264,442


222,910


225,004


142,223FHLB stock


8,065


10,334


12,476


11,245


5,058Loans and leases receivable


811,178


862,704


842,812


777,777


761,599Loans held for sale


11,991


25,287


14,881


8,796


8,776Deposits


893,157


914,264


837,868


784,237


815,864Advances from FHLB and other borrowings


147,395


190,719


212,869


198,454


68,600Subordinated debentures payable to trusts


27,837


27,837


27,837


27,837


27,837Stockholders' equity


94,446


94,435


68,675


64,203


62,270


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Table of Contents

Years Ended June 30,2011

2010

2009

2008

2007(Dollars in Thousands)Selected Statement of Income Data:Interest and dividend income

$
54,411

$
57,354

$
60,688

$
63,174

$
61,874Interest expense


17,077


20,681


25,359


33,298


36,240Net interest income


37,334


36,673


35,329


29,876


25,634Provision for losses on loans and leases


8,616


2,950


1,679


1,994


1,198Net interest income after provision for losses on loans and leases


28,718


33,723


33,650


27,882


24,436Loan servicing income


1,576


2,042


2,301


2,211


1,803Gain on sale of branches, net














2,763Gain on sale of loans, net


2,845


1,841


1,906


1,197


923Gain (loss) on sale of securities, net


(3,602
)

1,853


904


3


Net impairment losses recognized in earnings


(549
)

(2,683
)

(405
)




Goodwill impairment losses recognized in earnings





(585
)







Other noninterest income


8,604


7,961


7,896


7,922


7,707Noninterest expense


(37,144
)

(35,451
)

(34,566
)

(30,606
)

(29,605
)Income before income taxes


448


8,701


11,686


8,609


8,027Income tax expense (benefit)


(231
)

2,956


3,870


2,766


2,644Net income


679


5,745


7,816


5,843


5,383Preferred stock dividends and accretion








1,316





Net income available to common stockholders

$
679

$
5,745

$
6,500

$
5,843

$
5,383


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Years Ended June 30,2011

2010

2009

2008

2007Basic earnings per common share: Net income

$
0.10

$
1.00

$
1.62

$
1.47

$
1.35Diluted earnings per common share: Net income


0.10


1.00


1.61


1.45


1.33Dividends declared per share


0.45


0.45


0.45


0.43


0.42Dividend payout ratio(1)


450.00
%

45.00
%

27.78
%

29.25
%

30.93
%Interest rate spread (average during period)


3.05


3.04


2.95


2.70


2.36Net interest margin(2)


3.27


3.29


3.26


3.11


2.80Net interest margin, TE(3)


3.31


3.34


3.32


3.16


2.85Average interest-earning assets to average interest-bearing liabilities


1.15


1.14


1.13


1.12


1.11Equity to total assets (end of period)


7.93


7.54


5.84


5.82


6.22Equity-to-assets ratio (ratio of average equity to average total assets)


7.72


7.07


6.98


6.21


6.06Nonperforming assets to total assets (end of period)


3.12


0.73


1.07


0.34


0.40Allowance for loan and lease losses to nonperforming loans and leases (end of period)


39.23


116.31


73.83


191.08


167.87Allowance for loan and lease losses to total loans and leases (end of period)


1.73


1.10


0.99


0.76


0.77Nonperforming loans and leases to total loans and leases (end of period)(4)


4.42


0.94


1.35


0.40


0.46Noninterest expense to average total assets


3.03


3.02


3.00


2.97


3.00Net interest income after provision for losses for loans and leases to noninterest expense (end of period)


77.32


93.58


97.35


91.10


82.54Return on assets (ratio of net income to average total assets)


0.06


0.48


0.68


0.57


0.55Return on equity (ratio of net income to average equity)


0.72


6.82


9.73


9.12


9.01Operating Efficiency Ratio(5)


78.34


73.71


69.83


70.75


76.56Efficiency Ratio(6)


80.38


75.57


72.12


74.27


76.24Number of full-service offices


34


33


33


33


33


(1)Dividends
declared per share divided by net income per share.(2)Net
interest income divided by average interest-earning assets.(3)Net
interest margin expressed on a fully taxable equivalent basis ("Net Interest Margin, TE") is a non-GAAP financial measure. See the
Non-GAAP Disclosure Reconciliation of Net Interest Income (GAAP) to Net Interest Margin, TE (Non-GAAP) in Item 7, Analysis of Net Interest Income in this
Form 10-K. The tax-equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and adjusting
for federal and state exemption of interest income and certain other permanent income tax differences. We believe that it is a standard practice in the banking industry to present net interest margin
expressed on a fully taxable equivalent basis, and accordingly believe the presentation of this non-GAAP financial measure may be useful for peer comparison purposes. As a
non-GAAP financial measure, Net Interest Margin, TE should beconsidered supplemental to and not a substitute for or superior to, financial measures calculated in accordance with GAAP. As
other companies may use different calculations for Net Interest Margin, TE, this presentation may not be comparable to similarly titled measures reported by other companies.


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(4)Nonperforming
loans and leases include nonaccruing loans and leases and accruing loans delinquent more than 90 days.(5)Operating
efficiency ratio ("Operating Efficiency Ratio") is a non-GAAP financial measure. See the following Non-GAAP Disclosure
Reconciliation of the Operating Efficiency Ratio. The Operating Efficiency Ratio is a measurement which indicates the amount of noninterest expense as compared to total revenues. The ratio excludes
what we consider non-typical items affecting revenue such as gain on the sale of land and branches and the interest expense related to the trust preferred securities debt. We believe that
it is a standard practice in the banking industry to present the Operating Efficiency Ratio, and accordingly believe the presentation of this non-GAAP financial measure may be useful for
peer comparison purposes. As a non-GAAP financial measure, Operating Efficiency Ratio should be considered supplemental to and not a substitute for or superior to, financial measures
calculated in accordance with GAAP. As other companies may use different calculations for Operating Efficiency Ratio, this presentation may not be comparable to similarly titled measures reported by
other companies.(6)Total
noninterest expense divided by the sum of net interest income plus total noninterest income.


The
non-GAAP disclosure reconciliation of the operating efficiency ratio is as follows:

Years Ended June 30,2011

2010

2009

2008

2007(Dollars in Thousands)Noninterest expense (line a)


37,144


36,036


34,566


30,606


29,605Total revenue (net interest income and other noninterest income)


46,208


47,687


47,931


41,209


38,830Net Interest expense on Trust Preferred Debt Securities included in net interest income


1,207


1,205


1,568


2,053


2,600Gain on sale of land and branches, net














(2,763
)Total revenue, excluding net interest income effect of Trust Preferred Debt Securities and gain on sale of land and branches, net (line b)


47,415


48,892


49,499


43,262


38,667Operating efficiency ratio (line a / line b)


78.34
%

73.71
%

69.83
%

70.75
%

76.56
%


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Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

This section should be read in conjunction with the following parts of this Form 10-K: Forward-Looking Statements,
Part II, Item 8 "Financial Statements and Supplementary Data," Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," and Part I,
Item 1 "Business."

Executive Summary

The Company's net income available to common stockholders for fiscal 2011 was $679,000, or $0.10 per diluted share, compared to
$5.7 million, or $1.00 per diluted share for fiscal 2010. Return on average equity was 0.72% at June 30, 2011, compared to 6.82% at June 30, 2010.
As discussed in more detail below, the decreases were due to a variety of key factors, including increases in the provision for losses on loans and leases of $5.7 million, decreases in
noninterest income of $2.1 million and increases in noninterest expense of $1.1 million. These were partially offset by a decrease in income taxes of $3.2 million.

The
strength of the local, national and global economies significantly affected the performance of the Company and the financial services industry as a whole. With little improvement in
economic conditions from fiscal 2010, the challenging operating environment persisted into fiscal 2011. The slow economic recovery, due in part nationally to a weaker housing market and elevated
unemployment levels, negatively impacted both the Company and its commercial and retail borrowers. Our dairy portfolio, approximately $40.5 million at June 30, 2011, experienced
deterioration to operations as a result of prior years depressed milk commodity prices and increased feed and input costs. Approximately two-thirds of the increase in nonperforming loans during 2011
relates to dairy loans and one complex diversified agricultural credit relationship, while the remainder is attributable to an increase in the volume of smaller loans within various industries. While
a majority of the problem asset stress in 2011 relates to the agricultural portfolio, there were signs of stabilization in the second half of fiscal 2011 and commodity prices remained favorable for
most agricultural production. At June 30, 2011, classified assets declined to $46.1 million after reaching a high of $81.8 million at December 31, 2010, as borrowers
demonstrated the ability to adjust to the economic climate resulting in an increase in the amount of credit upgrades during the year. The Company has benefitted from proactively managing problem
assets; however, generally reflective of the experience of community banks throughout the country, loan growth was difficult in 2011 due to competition in the market for a limited number of qualified
borrowers and weaker loan demand.

During
the fourth fiscal quarter, the Bank sold pooled trust preferred securities with an adjusted carrying cost of approximately $8.8 million. The pooled trust preferred
securities were originally purchased at AA and A investment grade ratings backed primarily by pooled financial institution cash flows. Due to challenges in the banking industry, these securities were
downgraded to below investment grade in 2009. In May 2011, the Company received an unsolicited bid from a third party for all six pooled trust preferred securities. Management carefully examined the
bid prices provided for the securities, and through further market research noticed recent additional transactional activity for these classes of securities demonstrating some strengthening in market
prices, although remaining a relatively inactive market historically. We were not required by any regulatory body to sell the securities. The Company subsequently sought additional bids from the
marketplace in June 2011, which improved upon the initial unsolicited bid prices, and completed the sale transactions prior to quarter end. The sale of these securities generated an
after-tax charge of $3.9 million. Given that the Company had previously established valuation adjustments for these securities on its balance sheet, the impact on capital was
minimal. Risk-weighted regulatory capital ratios improved in part as a result of the disposition due to the extraordinarily high risk weighting applied to those assets by regulation. With
the sale of these securities completed, the Company has eliminated its exposure to pooled trust preferred securities.

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The
current interest rate environment has been directly affected by the intervention of the Federal Reserve as it assisted in the economic recovery. The target federal funds rate
remained at 25 basis points during fiscal 2011. The impact of this historically low interest rate environment on the Company has been mixed. While the low interest rates negatively affected yields of
variable loans and the securities portfolio, the impact to our cost of funds was favorable. Despite the low interest rate environment pressuring yields, the Company expanded net interest income in
2011 through active balance sheet management and a focus on disciplined loan and deposit pricing.

Net
interest income for fiscal 2011 was $37.3 million, an increase of $661,000 or 1.8% over the same period a year ago. The net interest margin was 3.27%, compared to 3.29% for
the same period a year ago, a decrease of 2 basis points. On a fully taxable equivalent basis, the net interest margin for fiscal 2011 was 3.31%, compared to 3.34% in fiscal 2010. Net Interest Margin,
TE is a non-GAAP financial measure. See "Analysis of Net Interest Income" for a calculation of this non-GAAP financial measure and for further discussion as to the reasons we
believe this non-GAAP financial measure is useful. The cost of funds rate on interest-bearing liabilities decreased from 2.11% in fiscal 2010 to 1.72% in fiscal 2011, a change of 39 basis
points. For the same period, yields on earning assets decreased from 5.15% to 4.77%, a decrease of 38 basis points. Increases in volume from fiscal 2010 to fiscal 2011 of average earning assets and
interest-bearing liabilities were 2.5% and 1.0% respectively.

Variability
of the net interest margin ratio may be affected by many aspects, including Federal Reserve policies for short-term interest rates, competitive and global
economic factors and customer preferences for various products and services. As of June 30, 2011, management believes that it has positioned the institution for a neutral to earning-asset
sensitive profile, whereas an asset sensitive institution will generally realize an increase in income if interest rates rise due to the fact that more assets will be reinvested at higher market rates
than liabilities. However, within a twelve month time horizon there may be a slight lag effect where liabilities may initially reprice faster than assets for a portion of the time period.

Agricultural
and one-to four-family loans accounted for the majority of the decrease in loan balances between fiscal 2011 and 2010, excluding loans in process and
deferred fees. Agricultural real estate loans were $111.8 million at the end of 2011, down $6.6 million or 5.6% since fiscal year 2010, and comprised 13.5% of total loans outstanding.
Agricultural business loans were $138.8 million at the end of 2011, down $13.3 million or 8.8% since fiscal year 2010, and comprised 16.8% of total loans outstanding. Loans of this type
are in a diverse range of agricultural enterprises, including grain production, dairy and livestock operations. The credit risk related to agricultural loans is largely influenced by general economic
conditions and the resulting impact on a borrower's operations or on the value of underlying collateral, if any. Credit risk is managed by employing sound underwriting guidelines, lending primarily to
borrowers in local markets, periodically evaluating the underlying collateral, and formally reviewing the borrower's financial soundness and relationship on an ongoing basis. One-to
four-family loans decreased $14.6 million to $57.8 million at June 30, 2011. This is due primarily to the increased amount of loans that refinanced during fiscal 2011
compared to the net decrease in new non-conforming loans or adjustable-rate loans that are typically retained in the loan portfolio. Typically, new conforming mortgage loans
originated are classified as loans held for sale and sold during the year.

The
provision for loan losses is the charge to net income that management determines to be necessary to maintain the allowance for loan and lease losses at a sufficient level reflecting
management's estimate of probable incurred losses in the loan portfolio. Management performs periodic and systematic detailed reviews of its loan portfolio to identify trends and to assess the overall
collectibility of the loan portfolio. The allowance for loan and lease losses increased $4.7 million to $14.3 million at June 30, 2011, an increase of 49.5%. This increase is
primarily attributable to the specific valuation allowance increase of $6.3 million, of which $6.1 million was related to the agricultural loan portfolio. The general valuation allowance
decreased $1.6 million due in part to the

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decline
of gross loan balances. The ratio of allowance for loan and lease losses to total loans and leases was 1.73% as of June 30, 2011, compared to 1.10% at June 30, 2010. Total
nonperforming assets at June 30, 2011 were $37.2 million as compared to $9.2 million at June 30, 2010. The ratio of nonperforming assets to total assets was 3.12% for
June 30, 2011, compared to 0.73% at June 30, 2010. The allowance for loan and lease losses is calculated based on loan and lease levels, loan and lease loss history over 12, 36, and
60 month time periods, credit quality of the loan and lease portfolio, and environmental factors such as economic health of the region and management experience. This risk rating analysis is
designed to give the Company a consistent and systematic methodology to determine proper levels for the allowance at a given time. Management intends to continue its disciplined credit administration
and loan underwriting processes and to remain focused on the creditworthiness of new loan originations. See "Asset Quality" for more information.

Total
deposits at June 30, 2011, were $893.2 million, a decrease of $21.1 million, or 2.3%, from June 30, 2010. Due to the continued low interest rate
environment, the Company experienced a preference by customers of non-maturity deposits. Noninterest-bearing checking accounts increased $15.3 million to $132.4 million at
June 30, 2011, while interest-bearing checking accounts and money market accounts increased $13.1 million and $7.8 million, respectively, to $113.4 million and
$197.6 million, respectively, at June 30, 2011. Public fund account balances decreased $24.8 million, or 11.5%, from June 30, 2010, which was primarily in the certificates
of deposit category. Public funds are included within the composition of accounts indicated prior. Interest expense on deposits was $9.6 million for fiscal 2011, a decrease of
$2.7 million, or 22.2%, over fiscal 2010.

Management's
objectives are to provide capital sufficient to cover the risks inherent in the Company's businesses, to maintain excess capital to well-capitalized standards,
and to assure ready access to the capital markets. The total risk-based capital ratio was 13.28% at June 30, 2011, compared to 11.68% at June 30, 2010. This continues to
allow the Bank to meet the regulatory criteria to be considered a "well-capitalized" institution at June 30, 2011. The Company historically has been able to manage the size of its
assets through secondary market loan sales of single-family mortgages, student loans and a loan securitization.

Government
regulation continued to expand in fiscal 2011 as a result of the Congressional action to increase oversight of the financial services industry and strengthen consumer
protection laws. In the first fiscal quarter of 2011, the new overdraft requirements of Regulation E ("Reg E") became effective, requiring consumer account holders to elect
("opt-in") to receive certain overdraft
protection services that had routinely been provided to all retail customers. Through efforts to educate our customer base, this resulted in a modest reduction of deposit fee income from this segment
in fiscal 2011.

Noninterest
income for fiscal 2011 was $8.9 million, compared to $11.0 million for the same period a year ago, a decrease of $2.1 million or 19.4%. Net gain on sale
of securities of $1.9 million for fiscal 2010 decreased by $5.5 million to a net loss on sale of securities of $3.6 million for fiscal 2011. The sale of the six pooled trust
preferred securities yielded a pre-tax charge to net income of $6.3 million. Net impairment losses recognized in net income decreased $2.1 million from fiscal 2010 to fiscal
2011. Fees on deposits and net gain on sale of loans increased $530,000 and $1.0 million, respectively, over the previous year, while loan servicing income decreased by $466,000. The increase
in fees on deposits was largely attributed to point-of-sale interchange ("POS") income and also from customer deposit service fees. Net gain on sale of loans increased due to
the increased number of originated loans in the residential market attributed to the low consumer interest rates and the subsequent sale of these loans. The decline in loan servicing income was
largely a result of increased amortization expense related to increased prepayment speeds experienced within the portfolio.

Noninterest
expense for fiscal 2011 was $37.1 million, compared to $36.0 million for fiscal 2010, an increase of $1.1 million or 3.1%. Compensation and employee
benefits and professional fees increased

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$1.1 million
and $558,000, respectively, when compared to the prior fiscal year. Compensation and employee benefits increased 5.4% over fiscal 2010 costs primarily from the increase in
personnel and annual compensation adjustments for current employees and recruitment services. Professional fees increased 31.0% due in part to services utilized for loan review and legal fees. These
increases were partially offset by decreases in marketing and community development and goodwill impairment charges of $446,000 and $585,000, respectively. Marketing and community development
decreased 26.0% primarily due to a decrease in costs associated with the check card rewards program. There was no impairment of goodwill during fiscal 2011. In the prior fiscal year, as a result of
the Company's annual goodwill impairment testing, it was determined that the goodwill associated with the acquisition of the leasing division was impaired and the entire amount of goodwill associated
with this acquisition was written-off, resulting in $585,000 of non-recurring expense for fiscal 2010.

The
Company focuses on balancing operating costs with operating revenue levels in order to provide better efficiency ratios over time and continues to review its operations for ways to
reduce its cost structure while continuing to support long-term revenue enhancements. The operating efficiency ratio (i.e., noninterest expense divided by total revenue adjusted for
interest expense of trust preferred securities) for fiscal 2011 was 78.34%, compared to 73.71% for the same period a year ago, an increase of 463 basis points. The operating efficiency ratio excludes
the impact of net interest expense on the variable priced trust preferred securities. The operating efficiency ratio is a non-GAAP financial measure. See Item 6, "Selected Financial
DataNon-GAAP Reconciliation of the Operating Efficiency Ratio" of this
Form 10-K for further analysis. The Company had issued trust preferred securities primarily to provide funding for stock repurchases and to repay other borrowings. Net interest
expense on the $27.8 million of trust preferred securities outstanding was $1.8 million for fiscal 2011 and 2010, with an average rate paid of 6.55% and 6.61%, respectively. The total
efficiency ratio (i.e., noninterest expense divided by total revenue) was 80.38% for the year ended June 30, 2011, compared to 75.57% for the prior year, an increase of 481 basis points.
Contributing to this change in the efficiency ratio was the change of net gain on the sale of securities of $5.5 million, which resulted in a decrease of total revenue of $1.5 million
when compared to the prior fiscal year. During fiscal year 2011, total noninterest expense increased by a modest $1.1 million, or 3.1% when compared to fiscal 2010. Management believes that
improvement to the operating efficiency ratio can be accomplished through steady growth of the balance sheet and the containment of incremental operating expenses.

The
enactment of the Dodd-Frank Act in July 2010 authorizes expansive new regulation going forward by various federal agencies and has created additional uncertainty in the
industry. Many of the most sweeping changes in the Dodd-Frank Act are not complete or specific but instead authorize potentially expansive new regulations to be issued in the future,
possibly over several years. The Dodd-Frank Act made a substantial number of significant changes to how financial services companies are regulated. Overall, the Company expects that the
Dodd-Frank Act and its regulations are likely to increase the Company's regulatory compliance and certain other costs significantly, and they are likely to constrain operations and
revenues in some respects, perhaps significantly in some areas.

In
particular, the Company and Bank believe that the following non-exclusive list of provisions or topics of the Dodd-Frank Act are significant to the business of
the Company and the Bank:



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The
list above is not exhaustive. It reflects the Company's current assessment of the Dodd-Frank Act provisions that are reasonably likely to have a substantial impact in the
future. It is possible that at least some other areas unexpectedly will become significant to the Company or the Bank as the regulatory processes unfold.

Recent
events in the financial markets produce uncertainties to management about future operating results and the future financial condition of the Company. The interdependencies of the
national economy and financial markets do affect the macro economics reviewed by management and may produce outcomes in the future that have not impacted the Company previously.

General

The Company is a financial services provider and, as such, has inherent risks that must be managed in order to achieve net income.
Primary risks that affect net income include credit risk, liquidity risk, operational risk, regulatory compliance risk and reputation risk. The Company's net income is derived by management of the net
interest margin, the ability to collect fees from services provided, by controlling the costs of delivering services and the management of loan and lease losses. The primary source of revenues is the
net interest margin, which represents the difference between income on interest-earning assets (i.e. loans and investment securities) and expense on interest-bearing liabilities
(i.e. deposits and borrowed funding). The net interest margin is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. Fees
earned include charges for deposit and debit card services, trust services and loan services. Personnel costs are the primary expenses required to deliver the services to customers. Other costs
include occupancy and equipment and general and administrative expenses.

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Financial Condition Data

At June 30, 2011, the Company had total assets of $1,191.3 million, a decrease of $61.7 million from the level at
June 30, 2010. The decrease in assets was due primarily to decreases in net loans and leases receivable and loans held for sale of $51.5 million and $13.3 million, respectively.
The decrease in liabilities of $61.7 million was primarily due to decreases in deposits of $21.1 million and decreased advances from the FHLB and other borrowings of
$43.3 million.
Stockholders' equity increased by $11,000 since June 30, 2010, primarily due to decreases in net income and accumulated other comprehensive loss, offset by the payment of dividends.

The
decrease in net loans and leases receivable, which excludes loans in process and deferred fees, was $51.5 million due to the decrease in net loan balances of
$46.8 million and the increase in the allowance for loan and lease losses of $4.8 million. Residential, agricultural and consumer loans decreased $15.4 million,
$19.9 million and $11.3 million, respectively, due primarily to an increase in sales over originations, amortization and repayments of principal. In addition, loans held for sale
decreased $13.3 million, primarily due to the decrease in one-to four-family loans held at June 30, 2011.

See
the Consolidated Statement of Cash Flows for a detailed analysis of the change in cash and cash equivalents.

Deposits
decreased $21.1 million primarily due to the decreases of in-market deposits and out-of-market deposits of $13.9 million and
$7.2 million, respectively. The decrease in in-market deposits is a result of a $24.8 million decrease in public funds, offset in part by a net increase of
in-market deposits, which are not public funds, of $10.9 million. Advances from the FHLB and other borrowings decreased $43.3 million, at June 30, 2011 as compared to
June 30, 2010, due to the reduced funding needs resulting from the decreased investment securities and loan balances.

Stockholders'
equity increased $11,000 at June 30, 2011 when compared to June 30, 2010. Increases in stockholders' equity was derived from net income of $679,000, stock
issuances of $140,000, the amortization of stock-based compensation of $481,000, and a net decrease in accumulated other comprehensive loss of $1.8 million. Cash dividends reduced stockholders'
equity by $3.1 million.

Analysis of Net Interest Income

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities.
Net interest income depends upon the volume of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.

Average Balances, Interest Rates and Yields.The following table presents for the periods indicated, the total dollar amount of
interest income from
average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. The
table does not reflect any effect of income taxes. Average balances consist of daily average balances for the Bank with simple average balances for all other

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subsidiaries
of the Company. The average balances include nonaccruing loans and leases. The yields on loans and leases include origination fees, net of costs, which are considered adjustments to
yield.

Years Ended June 30,2011

2010

2009Average
Outstanding
Balance

Interest
Earned/
Paid

Yield/
Rate

Average
Outstanding
Balance

Interest
Earned/
Paid

Yield/
Rate

Average
Outstanding
Balance

Interest
Earned/
Paid

Yield/
Rate(Dollars in Thousands)Interest-earning assets:Loans and leases receivable(1)(3)

$
867,346

$
48,557


5.60
%
$
860,882

$
49,658


5.77
%
$
829,486

$
49,460


5.96
%Investment securities(2)(3)


263,964


5,526


2.09
%

241,126


7,414


3.07
%

241,294


11,060


4.58
%FHLB stock


10,047


328


3.26
%

11,948


282


2.36
%

12,274


168


1.37
%Total interest-earning assets


1,141,357

$
54,411


4.77
%

1,113,956

$
57,354


5.15
%

1,083,054

$
60,688


5.60
%Noninterest-earning assets


83,181








77,642








67,454Total assets

$
1,224,538







$
1,191,598







$
1,150,508Interest-bearing liabilities:Deposits:Checking and money market

$
283,368

$
1,578


0.56
%
$
240,051

$
1,357


0.57
%
$
231,362

$
1,956


0.85
%Savings


85,053


282


0.33
%

76,275


281


0.37
%

71,004


542


0.76
%Certificates of deposit


411,918


7,712


1.87
%

427,463


10,665


2.49
%

392,775


13,181


3.36
%Total interest-bearing deposits


780,339


9,572


1.23
%

743,789


12,303


1.65
%

695,141


15,679


2.26
%FHLB advances and other borrowings


182,672


5,682


3.11
%

209,079


6,550


3.13
%

232,206


7,841


3.38
%Subordinated debentures payable to trusts


27,837


1,823


6.55
%

27,837


1,828


6.57
%

27,837


1,839


6.61
%Total interest-bearing liabilities


990,848


17,077


1.72
%

980,705


20,681


2.11
%

955,184


25,359


2.65
%Noninterest-bearing deposits


104,368








93,101








76,838Other liabilities


34,761








33,522








38,152Total liabilities


1,129,977








1,107,328








1,070,174Equity


94,561








84,270








80,334Total liabilities and equity

$
1,224,538







$
1,191,598







$
1,150,508Net interest income; interest rate spread




$
37,334


3.05
%



$
36,673


3.04
%



$
35,329


2.95
%Net interest margin(4)








3.27
%







3.29
%







3.26
%Net interest margin, TE(5)








3.31
%







3.34
%







3.32
%


(1)Includes
loan fees and interest on accruing loans and leases past due 90 days or more.(2)Includes
federal funds sold.


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(3)Yields
do not reflect the tax-exempt nature of loans, equipment leases and municipal securities.(4)Net
interest income divided by average interest-earning assets.(5)Net
interest margin expressed on a fully taxable equivalent basis ("Net Interest Margin, TE") is a non-GAAP financial measure. See the following
Non-GAAP Disclosure Reconciliation of Net Interest Income (GAAP) to Net Interest Margin, TE (Non-GAAP). The tax-equivalent adjustment to net interest income
recognizes the income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income and certain other permanent income tax
differences. We believe that it is a standard practice in the banking industry to present net interest margin expressed on a fully taxable equivalent basis, and accordingly believe the presentation of
this non-GAAP financial measure may be useful for peer comparison purposes. As a non-GAAP financial measure, Net Interest Margin, TE should be considered supplemental to and
not a substitute for or superior to, financial measures calculated in accordance with GAAP. As other companies may use different calculations for Net Interest Margin, TE, this presentation may not be
comparable to similarly titled measures reported by other companies.


The reconciliation of the Net Interest Income (GAAP) to Net Interest Margin, TE (non-GAAP) is as follows:

Years Ended June 30,2011

2010

2009

2008

2007Net interest income

$
37,334

$
36,673

$
35,329

$
29,876

$
25,634Taxable equivalent adjustment


500


563


657


527


488Adjusted net interest income


37,834


37,236


35,986


30,403


26,122Average interest-earning assets


1,141,357


1,113,956


1,083,054


960,721


916,993Net interest margin, TE


3.31
%

3.34
%

3.32
%

3.16
%

2.85
%


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Table of Contents

Rate/Volume Analysis of Net Interest Income

The following schedule presents the dollar amount of changes in interest income and interest expense for major components of
interest-earning assets and interest-bearing liabilities. It distinguishes between increases and decreases resulting from fluctuating outstanding balances that are due to the levels and volatility of
interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in
volume multiplied by previous rate) and (ii) changes in rate (i.e., changes in rate multiplied by previous volume). For purposes of this table, changes attributable to both rate and
volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

Years Ended June 30,

Years Ended June 30,2011 vs 2010

2010 vs 2009Increase
(Decrease)
Due to
Volume

Increase
(Decrease)
Due to
Rate

Total
Increase
(Decrease)

Increase
(Decrease)
Due to
Volume

Increase
(Decrease)
Due to
Rate

Total
Increase
(Decrease)(Dollars in Thousands)Interest-earning assets:Loans and leases receivable(1)

$
373

$
(1,474
)
$
(1,101
)
$
1,851

$
(1,653
)
$
198Investment securities(2)


701


(2,589
)

(1,888
)

(8
)

(3,638
)

(3,646
)FHLB stock


(45
)

91


46


(4
)

118


114Total interest-earning assets

$
1,029

$
(3,972
)
$
(2,943
)
$
1,839

$
(5,173
)
$
(3,334
)Interest-bearing liabilities:Deposits:Checking and money market

$
249

$
(28
)
$
221

$
74

$
(673
)
$
(599
)Savings


33


(32
)

1


40


(301
)

(261
)Certificates of deposit


(389
)

(2,564
)

(2,953
)

1,175


(3,691
)

(2,516
)Total interest-bearing deposits


(107
)

(2,624
)

(2,731
)

1,289


(4,665
)

(3,376
)FHLB advances and other borrowings


(831
)

(37
)

(868
)

(774
)

(517
)

(1,291
)Subordinated debentures payable to trusts





(5
)

(5
)




(11
)

(11
)Total interest-bearing liabilities

$
(938
)
$
(2,666
)
$
(3,604
)
$
515

$
(5,193
)
$
(4,678
)Net interest income increase







$
661







$
1,344


(1)Includes
loan fees and interest on accruing loans and leases past due 90 days or more.(2)Includes
federal funds sold.


Application of Critical Accounting Policies

GAAP requires management to utilize estimates when reporting financial results. The Company has identified the policies discussed below
as Critical Accounting Policies because the accounting estimates require management to make certain assumptions about matters that may be uncertain at the time the estimate was made and a different
method of estimating could have been reasonably made that could have a material impact on the presentation of the Company's financial condition, changes in financial condition or results of
operations.

Loans and Leases Receivable.Loans receivable are stated at unpaid principal balances and net of deferred loan origination fees, costs
and discounts.

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The
Company's leases receivable are classified as direct finance leases. Under the direct financing method of accounting for leases, the total net payments receivable under the lease
contracts and the residual value of the leased equipment, net of unearned income, are recorded as a net investment in direct financing leases and the unearned income is recognized each month on a
basis which approximates the interest method.

For
purposes of the disclosures required pursuant to the adoption of amendments to ASC 310 effective December 31, 2010, the loan portfolio was disaggregated into segments and then
further disaggregated into classes for certain disclosures. A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for
credit losses. A class is generally determined based on the initial measurement attribute, risk characteristics of the loan, and an entity's method for monitoring and assessing credit risk.
Residential and Consumer loan portfolio segments include classes of one-to- four family, construction, consumer direct, consumer home equity, consumer overdraft and reserves,
and consumer indirect. Commercial,
Commercial Real Estate and Agriculture loan portfolio segments include the classes of commercial business, equipment finance leases, commercial real estate, multi-family real estate, construction,
agricultural business, and agricultural real estate.

Interest
on loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding. Loan origination fees and direct costs as well as premiums and
discounts are amortized as level yield adjustments over the respective loan terms. Unamortized net fees or costs are recognized upon early repayment of the loans. Loan commitment fees are generally
deferred and amortized on a straight-line basis over the commitment period.

Impaired
loans are generally carried on a nonaccrual status when there are reasonable doubts as to the collectability of principal and/or interest and/or when payment becomes
90 days past due, except loans which are well secured and in the process of collection. For all portfolio segments and classes accrued but uncollected, interest is reversed and charged against
interest income when the loan is placed on nonaccrual status. Management may elect to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to recover
the principal balance and accrued interest. Interest payments received on nonaccrual and impaired loans are normally applied to principal. Once all principal has been received, additional interest
payments are recognized on a cash basis as interest income.

A
loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest
when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of
collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and insignificant payment shortfalls generally are not classified as impaired.
Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan
and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
Impairment is measured on a loan by loan basis for commercial, commercial real estate and agricultural loans by either the present value of expected future cash flows discounted at the loan's
effective interest rate or the fair value of the collateral if the loan is collateral dependent.

Loans
that are reported as troubled debt restructurings ("TDRs") apply the identical criteria in the determination of whether the loan should be accruing or nonaccruing. Typically, the
event of classifying the loan as a TDR due to a modification of terms is independent from the determination of accruing interest on a loan in accordance with accounting standards.

For
all non-homogeneous loans (including TDRs) that have been placed on nonaccrual status, our policy for returning nonaccruing loans to accrual status requires the following
criteria: six months of

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continued
performance, timely payments, positive cash flow and an acceptable loan to value ratio. For homogeneous loans (including TDRs), typical in our residential and consumer portfolio, the policy
requires six months of consecutive timely loan payments for returning nonaccrual loans to accruing status.

Allowance for Loan and Lease Losses.GAAP requires the Company to maintain an allowance for probable loan and lease losses in the loan
and lease
portfolio. Management must develop a consistent and systematic approach to estimate the appropriate balances that will cover the probable losses.

The
allowance for loan and lease losses is maintained at a level that management determines is sufficient to absorb estimated probable incurred losses in the loan portfolio through a
provision for loan losses charged to net income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Management charges off
loans, or portions of loans, in the period that such loans, or portions thereof, are deemed uncollectible. The collectibility of individual impaired loans is determined through an estimate of the fair
value of the underlying collateral and/or an assessment of the financial condition and repayment capacity of the borrower. The allowances for loan and lease losses are comprised of both specific
valuation allowances and general valuation allowances that are determined in accordance with authoritative accounting guidance. Additions are made to the allowance through periodic provisions charged
to current operations and recovery of principal on loans previously charged off.

The
allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectability of the loans in light of historical
experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic
conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

Specific
valuation allowances are established based on the Company's analyses of individual loans that are considered impaired. If a loan is deemed to be impaired, management measures
the extent of the impairment and establishes a specific valuation allowance for that amount. The Company applies this classification to loans individually evaluated for impairment in the loan
portfolio segments of commercial, commercial real estate and agricultural loans. Smaller balance homogenous loans are evaluated for impairment on a collective rather than an individual basis. The
Company measures impairment on an individual loan and the extent to which a specific valuation allowance is necessary by comparing the loan's outstanding balance to the fair value of the collateral,
less the estimated cost to
sell, if the loan is collateral dependent, or to the present value of expected cash flows, discounted at the loan's effective interest rate. A specific valuation allowance is established when the fair
value of the collateral, net of estimated costs, or the present value of the expected cash flows is less than the recorded investment in the loan.

The
Company also follows a process to assign general valuation allowances to loan portfolio segment categories. General valuation allowances are established by applying the Company's
loan loss provisioning methodology, and reflect the estimated probable incurred losses in loans outstanding. The loan loss provisioning methodology considers various factors in determining the
appropriate quantified risk factors to use in order to determine the general valuation allowances. The factors assessed begin with the historical loan loss experience for each of the loan portfolio
segments. The Company's historical loan loss experience is then adjusted by considering qualitative or environmental factors that are likely to cause estimated credit losses associated with the
existing portfolio to differ from historical loss experience, including, but not limited to, the following:



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By
considering the factors discussed above, the Company determines quantified risk factors that are applied to each non-impaired loan or loan type in the loan portfolio to
determine the general valuation allowances.

The
time periods considered for historical loss experience are the last five years, the last three years and the last twelve months. The Company also evaluates the sufficiency of the
overall allocations used for the loan loss allowances by considering the loss experience in the most recent twelve month period.

The
process of establishing the loan loss allowances may also involve:



In
order to determine the overall adequacy, each loan portfolio segment's respective loan loss allowance is reviewed quarterly by management and by the Audit Committee of the Company's
Board of Directors, as applicable.

Future
adjustments to the allowance for loan and lease losses and methodology may be necessary if economic or other conditions differ substantially from the assumptions used in making
the estimates or, if required by regulators, based upon information at the time of their examinations. Such adjustments to estimates are made in the period in which these factors and other relevant
considerations indicate that loss levels vary from previous estimates.

Although
management believes that it uses the best information available to determine the allowance, unforeseen market or borrower conditions could result in adjustments and net income
being significantly affected if circumstances differ substantially from the assumptions used in making the final determinations.

Mortgage Servicing Rights ("MSR").The Company records a servicing asset for contractually separated servicing from the underlying
mortgage loans.
The asset is initially recorded at fair value and represents an intangible asset backed by an income stream from the serviced assets. The asset is amortized in proportion to and over the period of
estimated net servicing income.

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At
each balance sheet date, the MSRs are analyzed for impairment, which occurs when the fair value of the MSRs is lower than the amortized book value. The Company's MSRs are primarily
servicing rights acquired from the South Dakota Housing Development Authority's first-time
homebuyers program. Due to the lack of quoted markets for the Company's servicing portfolio, the Company estimates the fair value of the MSRs using a present value of future cash flow analysis. If the
fair value is greater than or equal to the amortized book value of the MSRs, no impairment is recognized. If the fair value is less than the book value, an expense for the difference is charged to net
income by initiating a MSR valuation account. If the Company determines this impairment is temporary, any future changes in impairment are recorded as a change in net income and the valuation account.
If the Company determines the impairment to be permanent, the valuation is written off against the MSRs, which results in a new amortized balance.

The
Company has included MSRs as a critical accounting policy because the use of estimates for determining fair value using present value concepts may produce results which may
significantly differ from other fair value analysis, perhaps even to the point of recording impairment. The risk to net income is when the underlying mortgages are paid off significantly faster than
the assumptions used in the previously recorded amortization. Estimating future cash flows on the underlying mortgages is a difficult analysis and requires judgment based on the best information
available. The Company looks at alternative assumptions and projections when preparing a reasonable and supportable analysis. Based on the Company's quarterly analysis of MSRs, there was no impairment
to the MSRs at June 30, 2011.

Security Impairment.Management has a process in place to identify securities that could potentially have a credit impairment that is
other-than-temporary. This process involves the length of time and extent to which the fair value has been less than the amortized cost basis, review of available information
regarding the financial position of the issuer, monitoring the rating of the security, cash flow projections, and the Company's intent to sell a security or whether it is more likely than not the
Company will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity. To the extent we determine that a security is deemed to be
other-than-temporarily impaired, an impairment loss is recognized. If the Company intends to sell a security or it is more likely than not that the Company would be required to
sell a security before the recovery of its amortized cost, less any current period credit loss, the Company recognizes an other-than-temporary impairment in net income for the
difference between amortized cost and fair value. If we do not expect to recover the amortized cost basis, we do not plan to sell the security and if it is not more likely than not that the Company
would be required to sell a security before the recovery of it amortized cost, less any current period credit loss, the recognition of the other-than-temporary impairment is
bifurcated. For those securities, the Company separates the total impairment into a credit loss component recognized in net income, and the amount of the loss related to other factors is recognized in
other comprehensive income net of taxes.

The
amount of the credit loss component of a debt security impairment is estimated as the difference between amortized cost and the present value of the expected cash flows of the
security. The present value is determined using the best estimate cash flows discounted at the effective interest rate implicit to the security at the date of purchase or the current yield to accrete
an asset- backed or floating rate security. At June 30, 2011, the Company does not have other-than-temporarily impaired debt securities for which credit losses exist.

Level 3 Fair Value Measurement.GAAP requires the Company to measure the fair value of financial instruments under a standard
which describes
three levels of inputs that may be used to measure fair value. Level 3 measurement includes significant unobservable inputs that reflect the Company's own assumptions about the assumptions that
market participants would use in pricing an asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow
methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

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Although
management believes that it uses a best estimate of information available to determine fair value, due to the uncertainty of future events, the approach includes a process that may differ
significantly from other methodologies and still produce an estimate that is in accordance with GAAP.

Self-Insurance.The Company has a self-insured healthcare plan for its employees up to certain limits. To mitigate a portion
of the risks involved with a self-insurance health plan, the Company has a stop-loss insurance policy through a commercial insurance carrier for coverage in excess of $65,000
per individual occurrence. The estimate of self-insurance liability is based upon known claims and an estimate of incurred, but not reported ("IBNR") claims. IBNR claims are estimated
using historical claims lag information received by a third party claims administrator. Due to the uncertainty of health claims, the approach includes a process that may differ significantly from
other methodologies and still produce an estimate that is in accordance with GAAP. Although management believes that it uses the best information available to determine the accrual, unforeseen health
claims could result in adjustments to the accrual. These adjustments could significantly affect net income if circumstances differ substantially from the assumptions used in estimating the accrual.

Asset Quality

When a borrower fails to make a required payment on a loan within 10 to 15 days after the payment is due, the Bank generally
institutes collection procedures by issuing a late notice. The customer is contacted again when the payment is between 17 and 40 days past due. In most cases, delinquencies are cured promptly;
however, if a loan has been delinquent for more than 40 days, the Bank attempts additional written as well as verbal contacts and, if necessary, personal contact with the borrower in order to
determine the reason for the delinquency and to effect a cure. Where appropriate, Bank personnel reviews the condition of the property and the financial circumstances of the borrower. Based upon the
results of any such investigation, the Bank may: (i) accept a repayment program which under appropriate circumstances could involve an extension in the case of consumer loans for the arrearage
from the borrower, (ii) seek evidence, in the form of a listing contract, of efforts
by the borrower to sell the property if the borrower has stated that he is attempting to sell, or (iii) initiate foreclosure proceedings. When a loan payment is delinquent for 90 days,
the Bank generally will initiate foreclosure proceedings unless management is satisfied the credit problem is correctable.

Loans
are generally classified as nonaccrual when there are reasonable doubts as to the collectability of principal and/or interest and/or when payment becomes 90 days past due,
except loans which are well secured and in the process of collection. Interest collections on nonaccrual loans, for which the ultimate collectability of principal is uncertain, are applied as
principal reductions.

Leases
are generally classified as nonaccrual when there are reasonable doubts as to the collectability of principal and/or interest. Leases may be placed on nonaccrual when the lease
has experienced either four consecutive months with no payments or once the account is five months in arrears. Interest collections on nonaccrual leases, for which the ultimate collectability of
principal is uncertain, are applied as principal reductions.

When
a lessee fails to make a required lease payment within 10 days after the payment is due, Mid America Capital generally institutes collection procedures. The lessee may be
contacted by telephone on the 10th, but no later than the 30th day of delinquency. A late notice is automatically issued by the system on the 11th day of delinquency and is sent to the
lessee. The lease may be referred to legal counsel when the lease is past due beyond four payments and no positive response has been received or when other considerations are present.

Nonperforming
assets (i.e., nonaccrual loans and leases, accruing loans and leases delinquent more than 90 days and foreclosed assets) increased $28.0 million during
the year to $37.2 million at June 30, 2011. The ratio of nonperforming assets to total assets, which is one indicator of credit risk exposure, increased to 3.12% at June 30, 2011,
from 0.73% at June 30, 2010.

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Nonaccruing
loans and leases increased to $30.8 million at June 30, 2011 compared to $6.0 million at June 30, 2010. Included in nonaccruing loans and leases
at June 30, 2011 were 12 loans totaling $1.9 million secured by one- to four-family real estate, three commercial real estate loans totaling $784,000, 27
agricultural real estate loan totaling $14.0 million, 11 commercial business loans totaling $687,000, 47 agricultural business loans totaling $12.8 million, five equipment finance leases
totaling $126,000, and 19 consumer loans totaling $541,000.

Accruing
loans and leases delinquent more than 90 days increased $3.4 million, to $5.6 million at June 30, 2011 compared to $2.2 million at
June 30, 2010. Included in accruing loans and leases delinquent more than 90 days at June 30, 2011 were one loan totaling $56,000 secured by commercial real estate, three loans
for $113,000 secured by one-to four-family real estate, eight loans totaling $1.4 million secured by agricultural real estate, three loans totaling $214,000 secured by
commercial business assets, 22 loans totaling $3.9 million secured by agricultural business assets, and one loan totaling $6,000 secured by a personal asset. For the accruing loans which are
greater than 90 days past due, one-to-four family collateralized loans have a weighted average loan to value ratio of 98.0% at June 30, 2011. These loans remain
in accruing status due to the government guarantees on each of the loans. Commercial real estate and commercial business collateralized loans have weighted average loan to value ratios of 68.0% and
60.0%, respectively. The consumer loan has a loan to value ratio of 75.0%. Agricultural collateralized loans have a weighted average loan to value ratio of 59.5%. Recent trends in collateral values
have seen a regionalized increase in values in land and dairy assets within the agricultural sector, which is the largest component of the accruing loans greater than 90 days past due.

The
Company's nonperforming loans and leases, which represent nonaccrual loans and loans past due 90 days and still accruing, have increased $28.3 million from the levels
at June 30, 2010. Approximately two-thirds of the increase in nonperforming loans during 2011 relates to dairy loans and one complex diversified agricultural credit relationship, while the
remainder is attributable to an increase in the volume of smaller loans within various industries. The risk rating system in place is designed to identify and manage the nonperforming loans and
leases. Commercial and agricultural loans and equipment finance leases will have specific reserve allocations based on collateral values or based on the present value of expected cash flows if the
loans or leases are deemed impaired. Loans and leases that are not performing do not necessarily result in a loss.

As
of June 30, 2011, the Company had $713,000 of foreclosed assets. The balance of foreclosed assets at June 30, 2011, consisted of $667,000 in single-family residences,
$15,000 in equipment finance leases, $2,000 in consumer collateral, $29,000 in commercial business collateral, and none in agricultural collateral.

At
June 30, 2011, the Company had designated $46.1 million of its loans as classified, net of specific valuation allowance, which management has determined need to be
closely monitored because of possible credit problems of the borrowers or the cash flows of the secured properties. At June 30, 2011, the Company had $8.1 million in multi- family,
commercial real estate, commercial business, and agricultural participation loans purchased, of which none of the amounts were classified at June 30, 2011. These loans and leases were
considered in determining the adequacy of the allowance for loan and lease losses. The allowance for loan and lease losses is established based on management's evaluation of the risks probable in the
loan and lease portfolio and changes in the nature and volume of loan and lease activity. Such evaluation, which includes a review of all loans and leases for which full collectability may not be
reasonably assured, considers the estimated fair market value of the underlying collateral, present value of expected principal and interest payments, economic conditions, historical loss experience
and other factors that warrant recognition in providing for an adequate loan and lease loss allowance.

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Although the Company's management believes that the June 30, 2011, recorded allowance for loan and lease losses was adequate to provide for probable losses
on the related loans and leases, there can be no assurance that the allowance existing at June 30, 2011 will be adequate in the future.

In
accordance with the Company's internal classification of assets policy, management evaluates the loan and lease portfolio on a monthly basis to identify loss potential and determines
the adequacy of the allowance for loan and lease losses quarterly. Loans are placed on nonaccrual status when the collection of principal and/or interest becomes doubtful. Foreclosed assets include
assets acquired in settlement of loans.

The
following table sets forth the amounts and categories of the Company's nonperforming assets from continuing operations for the periods indicated.

At June 30,2011

2010

2009

2008

2007(Dollars in Thousands)Nonaccruing loans and leases:One- to four-family

$
1,866

$
159

$
977

$
503

$
228Commercial real estate


784


716


177


429


25Commercial business


687


469


405


555


1,441Equipment finance leases


126


862


272


27


118Consumer


541


649


355


566


378Agricultural


26,840


3,181


7,195


244


Total


30,844


6,036


9,381


2,324


2,190Accruing loans and leases delinquent more than 90 days:One- to four-family


113








306


470Commercial real estate


56


201


277


24


178Commercial business


214


167


349


71


213Equipment finance leases





334


264


9


88Consumer


6


22


8


119


1Agricultural


5,254


1,472


1,194


252


358Total


5,643


2,196


2,092


781


1,308Foreclosed assets:One- to four-family


667


212


406


76


158Equipment finance leases


15


212


105


443


180Commercial business


29


32








Consumer


2


8


92


124


170Agricultural





482


482





Total(1)


713


946


1,085


643


508Total nonperforming assets(2)

$
37,200

$
9,178

$
12,558

$
3,748

$
4,006Ratio of nonperforming assets to total assets(3)


3.12
%

0.73
%

1.07
%

0.34
%

0.40
%Ratio of nonperforming loans and leases to total loans and leases(4)


4.42
%

0.94
%

1.35
%

0.40
%

0.46
%Accruing troubled debt restructures

$
2,693

$
4,000

$


$


$



(1)Total
foreclosed assets do not include land or other real estate owned held for sale.


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(2)Nonperforming
assets include nonaccruing loans and leases, accruing loans and leases delinquent more than 90 days and foreclosed assets.(3)Percentage
is calculated based upon total assets of the Company and its direct and indirect subsidiaries on a consolidated basis.(4)Nonperforming
loans and leases include both nonaccruing and accruing loans and leases delinquent more than 90 days.


The
following table sets forth information with respect to activity in the Company's allowance for loan and lease losses from continuing operations during the periods indicated.

Years Ended June 30,2011

2010

2009

2008

2007(Dollars in Thousands)Balance at beginning of period

$
9,575

$
8,470

$
5,933

$
5,872

$
5,657Charge-offs:One- to four-family


(52
)

(126
)

(140
)

(3
)

(12
)Commercial real estate


(69
)

(17
)

(112
)




Commercial business


(656
)

(687
)

(36
)

(894
)

(386
)Equipment finance leases


(401
)

(324
)

(121
)

(475
)

(162
)Consumer


(1,153
)

(839
)

(1,080
)

(853
)

(701
)Agricultural


(1,885
)

(16
)

(80
)

(20
)

(31
)Total charge-offs


(4,216
)

(2,009
)

(1,569
)

(2,245
)

(1,292
)Recoveries:One- to four-family


1


4


4


2


3Commercial real estate














1Commercial business


150





2,217


8


9Equipment finance leases





7





34


Consumer


187


153


201


263


216Agricultural


2





5


5


80Total recoveries


340


164


2,427


312


309Net recoveries (charge-offs)


(3,876
)

(1,845
)

858


(1,933
)

(983
)Additions charged to operations


8,616


2,950


1,679


1,994


1,198Allowance related to assets acquired (sold), net














Balance at end of period

$
14,315

$
9,575

$
8,470

$
5,933

$
5,872Ratio of net recoveries (charge-offs) during the period to average loans and leases outstanding during the period


(0.45
)%

(0.21
)%

0.10
%

(0.25
)%

(0.13
)%Ratio of allowance for loan and lease losses to total loans and leases at end of period


1.73
%

1.10
%

0.99
%

0.76
%

0.77
%Ratio of allowance for loan and lease losses to nonperforming loans and leases at end of period(1)


39.23
%

116.31
%

73.83
%

191.08
%

167.87
%


(1)Nonperforming
loans and leases include both nonaccruing and accruing loans and leases delinquent more than 90 days.


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The distribution of the Company's allowance for loan and lease losses and impaired loss summary are summarized in the following tables.

At June 30,2011

2010

2009

2008

2007Amount

Percent of
Allowance

Amount

Percent of
Allowance

Amount

Percent of
Allowance

Amount

Percent of
Allowance

Amount

Percent of
Allowance(Dollars in Thousands)One- to four-family(1)

$
333


2.32
%
$
216


2.26
%
$
416


4.91
%
$
294


4.95
%
$
342


5.82
%Commercial and multi-family real estate(1)


1,683


11.76


1,884


19.67


1,302


15.37


875


14.75


647


11.02Commercial business(2)


1,464


10.23


2,569


26.83


2,698


31.86


2,174


36.64


2,795


47.60Consumer


1,569


10.96


1,273


13.30


1,280


15.11


1,190


20.06


1,178


20.06Agricultural


9,266


64.73


3,633


37.94


2,774


32.75


1,400


23.60


910


15.50Total

$
14,315


100.00
%
$
9,575


100.00
%
$
8,470


100.00
%
$
5,933


100.00
%
$
5,872


100.00
%


(1)Includes
construction loans.(2)Includes
equipment finance leases.


General
Allowance
for Loan and
Lease Losses

Specific
Impaired Loan
Valuation
Allowance

General
Allowance
for Loan and
Lease Losses

Specific
Impaired Loan
Valuation
AllowanceLoan Type

At June 30, 2011

At June 30, 2010(Dollars in Thousands)One- to four-family

$
305

$
28

$
216

$
Commercial real estate


1,314


272


1,614


165Multi-family real estate


97





105


Commercial business


1,094


127


1,923


67Equipment finance leases


244





579


Consumer


1,535


34


1,273


Agricultural


3,088


6,177


3,540


93Total

$
7,677

$
6,638

$
9,250

$
325




Number
of Loan
Customers

Loan
Balance

Impaired
Loan
Valuation
Allowance

Number
of Loan
Customers

Loan
Balance

Impaired
Loan
Valuation
AllowanceLoan Type

At June 30, 2011

At June 30, 2010(Dollars in Thousands)One- to four-family


2

$
338

$
28




$


$
Consumer


4


178


34








Commercial real estate


3


784


272


4


731


165Commercial business


9


659


127


5


362


67Agricultural


20


28,997


6,177


5


7,728


93Total


38

$
30,956

$
6,638


14

$
8,821

$
325


The
allowance for loan and lease losses was $14.3 million at June 30, 2011, as compared to $9.6 million at June 30, 2010. This increase is primarily
attributable to the specific valuation allowance

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increase
of $6.3 million, of which $6.1 million was related to the agricultural loan portfolio. The general valuation allowance decreased $1.6 million due in part to the decline
of gross loan balances. The ratio of the allowance for loan and lease losses to total loans and leases was 1.73% at June 30, 2011, compared to 1.10% at June 30, 2010. The Company's
management has considered nonperforming assets and other assets of concern in establishing the allowance for loan and lease losses. The Company continues to monitor its allowance for possible loan and
lease losses and make future additions or reductions in light of the level of loans and leases in its portfolio and as economic conditions dictate. The current level of the allowance for loan and
lease losses is a result of management's assessment of
the risks within the portfolio based on the information revealed in credit reporting processes. The Company utilizes a risk-rating system on commercial business, agricultural,
construction, multi-family and commercial real estate loans, including purchased loans. A periodic credit review is performed on all types of loans and leases to establish the necessary reserve based
on the estimated risk within the portfolio. This assessment of risk takes into account the composition of the loan and lease portfolio, historical loss experience for each loan and lease category,
previous loan and lease experience, concentrations of credit, current economic conditions and other factors that in management's judgment deserve recognition. OTS regulators reviewed the Company's
methodology for determining allowance requirements on the Company's loan and lease portfolio and have made no required recommendations for changes in methodology in the allowances during the three
year period ended June 30, 2011.

Real
estate properties acquired through foreclosure are initially recorded at fair value (less a deduction for disposition costs). Valuations are periodically updated by management and a
specific provision for losses on such properties is established by a charge to operations if the carrying values of the properties exceed their estimated net realizable values.

Although
management believes that it uses the best information available to determine the allowances, unforeseen market conditions could result in adjustments and net income being
significantly affected if circumstances differ substantially from the assumptions used in making the final determinations. Future additions to the Company's allowances may result from periodic loan,
property and collateral reviews and thus cannot be predicted in advance. See Note 1 of "Notes to Consolidated Financial Statements," which is included in Part II, Item 8
"Financial Statements and Supplementary Data" of this Form 10-K for a description of the Company's policy regarding the provision for losses on loans and leases.

Comparison of the Years Ended June 30, 2011 and June 30, 2010

General.The Company's net income available for common stockholders was $679,000 million or $0.10 for basic and diluted earnings
per common
share for the year ended June 30, 2011, a $5.1 million decrease in net income compared to $5.7 million or $1.00 for basic and diluted earnings per common share, respectively, for
the prior year. Fiscal 2011 resulted in a return on average equity (i.e., net income divided by average equity) of 0.72%, compared to 6.82% in fiscal 2010. For the year ended June 30,
2011, the return on average assets (i.e., net income divided by average assets) was 0.06% compared to 0.48% in the prior year. As discussed in more detail below, the decreases were due to a
variety of key factors, including increases in the provision for losses on loans and leases of $5.7 million, decreases in noninterest income of $2.1 million and increases in noninterest
expense of $1.1 million. These were partially offset by a decrease in income taxes of $3.2 million.

Interest, Dividend and Loan Fee Income.Interest, dividend and loan fee income was $54.4 million for the year ended June 30,
2011, as
compared to $57.4 million for the prior year, a decrease of $2.9 million or 5.1%. Average yield on interest-earning assets decreased 7.4% which resulted in a decrease to overall interest
and dividend income of $4.0 million. This decrease was partially offset by an increase in the average volume of total interest-earning assets of 2.5%, resulting in an increase of overall
interest and dividends to increase by $1.0 million. The average yield on interest-earning assets was 4.77% for the year ended June 30, 2011, as compared to 5.15% for the prior year. The
average

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volume
of loans and leases receivable increased from $860.9 million for the year ended June 30, 2010, to $867.3 million for the year ended June 30, 2011. For the year ended
June 30, 2011, the average yield on loans and leases receivable was 5.60%, a decrease of 2.9% from 5.77% in the prior year. The overall decrease in interest and dividend income was due in part
to the repricing of loans and investments that generally reflected national interest rates.

Interest Expense.Interest expense was $17.1 million for the year ended June 30, 2011, as compared to $20.7 million for
the
prior year, a decrease of $3.6 million or 17.4%. $2.6 million of the decrease in interest expense was the result of a 25.8% decrease in the average rate paid on interest-bearing
deposits, while a $938,000 decrease in interest expense was the result of a decrease in deposit volume. The average rate on interest-bearing deposits was 1.23% for the year ended June 30, 2011,
as compared to 1.65% for the prior year. An $831,000 decrease in interest expense was the result of a 12.6% decrease in the average balance of FHLB advances and other borrowings.

Net Interest Income.The Company's net interest income for the year ended June 30, 2011, increased $661,000 or 1.8%, to
$37.3 million
as compared to the prior fiscal year. The increase in net interest income was due primarily to an increase in the volume of average loan balances compared to the decrease in the volume of average
deposit balances. Average rates received decreased greater than the average rates paid, which somewhat offset the increases due to volume. The Company's net interest margin on a fully taxable
equivalent basis was 3.31% for the year ended June 30, 2011, as compared to 3.34% for the prior year. The Company continues to have a diversified loan portfolio comprised of a mix of consumer
and business type lending. This mix helps the Company manage the net interest margin and interest rate risk by retaining loan and lease production on the balance sheet or by looking at alternatives
through secondary markets.

Provision for Losses on Loans and Leases.The allowance for loan and lease losses is maintained at a level which is believed by
management to be
adequate to absorb probable losses on existing loans and
leases that may become uncollectible, based on an evaluation of the collectability of the loans and leases and prior loan and lease loss experience. The evaluation takes into consideration such
factors as changes in the nature and volume of the loan and lease portfolio, overall portfolio quality, review of specific problem loans and leases, and current economic conditions that may affect the
borrower's ability to pay. The allowance for loan and lease losses is established through a provision for losses on loans and leases charged to expense. See "Asset Quality" above for further
discussion.

Provision
for losses on loans and leases increased $5.7 million or 192.1%, to $8.6 million for the year ended June 30, 2011, as compared to $3.0 million in
the prior year. The increase in the provision was due in part to adding reserves for specific credits in the agricultural sector, which required an increase in the allowance resulting from our
internal analysis and related procedural guidelines. The Company continues to support a policy of maintaining conservatism in estimating loan losses. Net charge-offs increased from
$1.8 million during fiscal 2010 to $3.9 million of net charge-offs during fiscal 2011. Nonperforming assets increased $28.0 million at June 30, 2011 when
compared to June 30, 2010, primarily due to various dairy credits within the agricultural sector.

The
allowance for losses on loans and leases at June 30, 2011 was $14.3 million. The allowance increased from the June 30, 2010 balance of $9.6 million
primarily as a result of specific credits in the agricultural sector. The ratio of allowance for loan and lease losses to nonperforming loans and leases at June 30, 2011, was 39.23% compared to
116.31% at June 30, 2010. The allowance for loan and lease losses to total loans and leases at June 30, 2011, was 1.73% compared to 1.10% at June 30, 2010. The Bank's management
believes that the June 30, 2011, recorded allowance for loan and lease losses is adequate to provide for probable losses on the related loans and leases, based on its evaluation of the
collectability of loans and leases and prior loss experience.

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Noninterest Income.Noninterest income was $8.9 million for the year ended June 30, 2011, as compared to $11.0 million
for the
year ended June 30, 2010, which represents a decrease of $2.1 million or 19.4%. For fiscal 2011, the decrease was primarily due to a net loss on sale of securities of $3.6 million
compared to a net gain on sale of securities recorded in fiscal 2010 of $1.9 million. Loan servicing income also decreased by $466,000, for the twelve months ended June 30, 2011 when
compared to June 30, 2010, due to increased prepayment speeds experienced within the portfolio which increased the required amount of amortization expense associated with the portfolio. Net
impairment credit losses recognized in net income decreased by $2.1 million, which increased noninterest income when compared to the prior fiscal year. Other increases to noninterest income
when compared to the prior fiscal year were fees on deposits and net gain on the sale of loans for $530,000 and $1.0 million, respectively. The increase in fees on deposits was largely
attributed to the increases in point of sale interchange ("POS") income on debit card transactions and customer service fee charges. The net gain on sale of loans
increased due to the increased number of originated loans in the residential market attributed to the low consumer rates and the subsequent sale of these loans.

Loan
servicing income decreased by $466,000 to $1.6 million for the fiscal year 2011 due primarily to changes in the portfolio's performance attributes during the period based
upon the Company's quarterly analysis of portfolio prepayment experience.

Fees
on deposits increased $530,000 to $6.2 million for the year ended June 30, 2011, as compared to the year ended June 30, 2010, due largely to an increase in POS
and ATM fee income of $353,000, or 16.3% and through an increase in customer deposit service fee income of $134,000, or 26.3%.

Net
impairment credit losses recognized in net income were $549,000 for the year ended June 30, 2011, as compared to $2.7 million for the year ended June 30, 2010.
The Company determined that a total of $399,000 of losses due to other-than-temporary impairments for trust preferred securities were incurred of which an additional $150,000
was recognized in other comprehensive income. The net of $549,000 of credit losses were recognized as a reduction in other noninterest income for the year ended June 30, 2011, compared to
$2.7 million in the prior year.

Net
loss on the sale of securities totaled $3.6 million, a decrease of $5.5 million for the year ended June 30, 2011, as compared to the prior fiscal year gains.
During the fourth quarter of fiscal 2011, the Company sold $8.8 million of pooled trust preferred securities for a loss of $6.3 million. The Company sold other investment securities
during the year which accounted for net gains of $2.7 million and partially offset the net loss on the sale of the pooled trust preferred securities.

Noninterest Expense.Noninterest expense was $37.1 million for the year ended June 30, 2011, as compared to
$36.0 million for
the year ended June 30, 2010, an increase of $1.1 million, or 3.1%. The increase was attributed to increases in compensation and employee benefits and professional fees of
$1.1 million and $558,000, respectively, while decreases in marketing and community development and goodwill impairment of $446,000 and $585,000, respectively, partially offset the increases.

Compensation
and employee benefits were $21.8 million for the year ended June 30, 2011, an increase of $1.1 million, or 5.4% when compared to the year ended
June 30, 2010. Salaries and wages increased $933,000 or 6.6% for fiscal 2011, when compared to fiscal 2010. This increase was due primarily to personnel additions due to expansion and
year-over-year salary increases of existing staff. Performance-based incentive pay increased $208,000, or 19.7%, due to an increase in performance outcomes through the fiscal
year 2011 as compared to the prior fiscal year. Payroll taxes, director compensation and recruiting expense increased $66,000, $72,000 and $58,000, respectively, while net healthcare costs decreased
$165,000 for fiscal 2011 as compared to fiscal 2010. Payroll costs increased as a function of the higher salary and wages and incentive pay. Director compensation increased due to a base retainer
increase, the addition of vice chair compensation, and additional fees paid for committee meetings. Recruiting costs increased primarily due to additional costs related to an on-going CEO
search. Net healthcare costs decreased $165,000, or 7.7%, to $2.0 million due to a reduction of

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general
overall utilization for the fiscal year 2011 compared to the prior fiscal year. On January 1, 2011, the Company modified its administration of the plan to submit the claims directly to
the local hospital networks, which increased the discounts received on these claims since that time. Management currently believes the self-insured structure is a reasonable alternative to
traditional healthcare plans over the long term. The level of healthcare costs which the Company incurs may vary from year to year.

Professional
fees were $2.4 million for fiscal 2011, which is an increase of $558,000, or 31.0%, from fiscal 2010. This increase was due in part to loan review and legal fees.

Marketing
and community development was $1.3 million for the year ended June 30, 2011 compared to $1.7 million for the year ended June 30, 2010, a decrease of
$446,000 or 26.0%. This decrease is primarily due to reduced costs related to the Bank's point of sale debit card reward program.

There
was no goodwill impairment recorded for the year ended June 30, 2011 compared to an impairment expense of $585,000 recorded for the year ended June 30, 2010. The
Company performs annual testing to determine if goodwill is impaired and at June 30, 2011, it was determined that no goodwill recorded at June 30, 2011 is impaired with respect to
intangible assets in the amount of $4.4 million. During fiscal 2010, the goodwill associated with the acquisition of the leasing division was determined to be impaired and accordingly, the
Company wrote-off the amount of goodwill associated with this acquisition in the amount of $585,000.

Income tax expense.The Company's income tax expense for the year ended June 30, 2011 decreased to a benefit of $231,000 compared
to an
expense of $3.0 million for the prior fiscal year. The effective tax rates were (51.56)% and 33.97% for the years ended June 30, 2011 and 2010, respectively. The fiscal
2011 tax rate is a negative percentage of income before income taxes due primarily to permanent tax differences.

Comparison of the Years Ended June 30, 2010 and June 30, 2009

General.The Company's net income available for common stockholders was $5.7 million or $1.00 for basic and diluted earnings per
common share
for the year ended June 30, 2010, a $755,000 decrease in earnings compared to $6.5 million or $1.62 and $1.61 for basic and diluted earnings per common share, respectively, for the prior
year. Fiscal 2010 resulted in a return on average equity (i.e., net income divided by average equity) of 6.82%, compared to 9.73% in fiscal 2009. For the year ended June 30, 2010, the
return on average assets (i.e., net income divided by average assets) was 0.48% compared to 0.68% in the prior year. As discussed in more detail below, the decreases were due to a variety of
key factors, including decreases in noninterest income of $1.6 million and increases in noninterest expense of $1.5 million. These were partially offset by a decrease in preferred stock
dividends and accretion of $1.3 million and income taxes of $914,000.

Interest, Dividend and Loan Fee Income.Interest, dividend and loan fee income was $57.4 million for the year ended June 30,
2010, as
compared to $60.7 million for the prior year, a decrease of $3.3 million or 5.5%. Average yield on interest-earning assets decreased 8.0% which resulted in a decrease to overall interest
and dividend income of $5.2 million. This decrease was partially offset by an increase in the average volume of total interest-earning assets of 2.9%, resulting in an increase of overall
interest and dividends to increase by $1.9 million. The average yield on interest-earning assets was 5.15% for the year ended June 30, 2010, as compared to 5.60% for the prior year. The
average volume of loans and leases receivable increased from $829.5 million for the year ended June 30, 2009, to $860.9 million for the year ended June 30, 2010. For the
year ended June 30, 2010, the average yield on loans and leases receivable was 5.77%, a decrease of 3.2% from 5.96% in the prior year. The overall increase in interest and dividend income was
due in part to the repricing of loans and investments that generally reflected national interest rates.

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Interest Expense.Interest expense was $20.7 million for the year ended June 30, 2010, as compared to $25.4 million for
the
prior year, a decrease of $4.7 million or 18.4%. The $4.7 million decrease in interest expense was the result of a 26.7% decrease in the average rate paid on interest-bearing deposits,
while a $1.3 million increase in interest expense was the result of increase in deposit volume. The average rate on interest-bearing deposits was 1.65% for the year ended June 30, 2010,
as compared to 2.26% for the prior year. A $517,000 decrease in interest expense was the result of a 7.4% decrease in the average yield on FHLB advances and other borrowings to 3.13% for the year
ended June 30, 2010, compared to 3.38% for the prior fiscal year, and a $774,000 decrease in interest expense was the result of a 10.0% decrease in the average balance of FHLB advances and
other borrowings.

Net Interest Income.The Company's net interest income for the year ended June 30, 2010, increased $1.3 million or 3.8%, to
$36.7 million as compared to the prior fiscal year. The increase in net interest income was due primarily to increases in the average volume on loans and leases receivable in excess of the
increase in average volume of the interest-bearing liabilities. The Company's net interest margin on a fully taxable equivalent basis was 3.34% for the year ended June 30, 2010, as compared to
3.32% for the prior year. The Company continues to have a diversified loan portfolio comprised of a mix of consumer and business type lending. This mix helps the Company manage the net interest margin
and interest rate risk by retaining loan and lease production on the balance sheet or looking at alternatives through secondary markets.

Provision for Losses on Loans and Leases.The allowance for loan and lease losses is maintained at a level which is believed by
management to be
adequate to absorb probable losses on existing loans and leases that may become uncollectible, based on an evaluation of the collectability of the loans and leases and prior loan and lease loss
experience. The evaluation takes into consideration such factors as changes in the nature and volume of the loan and lease portfolio, overall portfolio quality, review of specific problem loans and
leases, and current economic conditions that may affect the borrower's ability to pay. The allowance for loan and lease losses is established through a provision for losses on loans and leases charged
to expense. See "Asset Quality" above for further discussion.

Provision
for losses on loans and leases increased $1.3 million or 75.7%, to $3.0 million for the year ended June 30, 2010, as compared to $1.7 million in the
prior year. The increase in the provision was due in part to adding reserves for an increasing loan portfolio and continuing a policy of maintaining conservatism in estimating loan losses. Net
charge-offs increased from a net recovery of $858,000 during fiscal 2009 to $1.8 million of net charge-offs during fiscal 2010. The net recovery in fiscal 2009 was
largely a result of a previously announced net loan loss recovery of $2.2 million from a settlement of a previously disclosed lawsuit against MetaBank. Nonperforming assets decreased
$3.4 million for the year ended June 30, 2010, primarily due to one particular agriculture loan relationship, which was restructured in the third quarter of fiscal 2010 and returned
$4.0 million to performing status.

The
allowance for losses on loans and leases at June 30, 2010 was $9.6 million. The allowance increased from the June 30, 2009 balance of $8.5 million
primarily as a result of the increased balance in loans and leases receivable at June 30, 2010 of $21.0 million compared to the balance at June 30, 2009. The ratio of allowance
for loan and lease losses to nonperforming loans and leases at June 30, 2010 was 116.31% compared to 73.83% at June 30, 2009. The allowance for loan and lease losses to total loans and
leases at June 30, 2010 was 1.07% compared to 0.98% at June 30, 2009. The Bank's management believes that the June 30, 2010 recorded allowance for loan and lease losses is
adequate to provide for probable losses on the related loans and leases, based on its evaluation of the collectability of loans and leases and prior loss experience.

Noninterest Income.Noninterest income was $11.0 million for the year ended June 30, 2010, as compared to $12.6 million
for the
year ended June 30, 2009, a decrease of $1.6 million or 12.6%. During fiscal 2010, the decrease was primarily due to loan servicing income decrease of $259,000, fees on deposits decrease
of $137,000 and net impairment losses recognized in earnings increase of $2.3 million. Net gain on sale of securities increase of $949,000 and trust income increase of $144,000 partially offset
the other decreases.

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Loan servicing income decreased by $259,000 to $2.0 million for the fiscal year 2010 due primarily to changes in the portfolio's performance attributes
during the period based upon the Company's quarterly analysis of portfolio prepayment experience.

Fees
on deposits decreased $137,000 to $5.6 million for the year ended June 30, 2010 as compared to the year ended June 30, 2009 due largely to a decrease in NSF and
overdraft fees of $597,000 and partially offset by an increase in point-of-sale interchange and ATM fee income of $519,000.

Net
impairment losses recognized in earnings were $2.7 million for the year ended June 30, 2010, as compared to $405,000 for the year ended June 30, 2009. The
Company determined that a total of $2.2 million of losses due to other-than-temporary impairments for trust preferred securities were incurred of which an additional
$460,000 was recognized in other comprehensive income. The net of $2.7 million of losses were recognized as a reduction in other noninterest income for the year ended June 30, 2010,
compared to $405,000 in the prior year.

Net
gain on the sale of securities totaled $1.9 million, an increase of $949,000 for the year ended June 30, 2010 as compared to the prior fiscal year. The Company took
advantage of elevated fixed-rate mortgage-backed securities prices which were influenced by U.S. government
participation in the mortgage-backed securities market, while also restructuring the portfolio for a higher rate environment.

Trust
income increased by $144,000 to $820,000 during the year ended June 30, 2010, due in part to an increase in customers and managed assets from increased market values when
compared to the prior year. Assets under management increased from $77.5 million to $83.3 million.

Noninterest Expense.Noninterest expense was $36.0 million for the year ended June 30, 2010 as compared to $34.6 million
for the
year ended June 30, 2009, an increase of $1.4 million, or 4.3%. The increase was attributed to increases in salaries and wages of $925,000, occupancy and equipment of $498,000, marketing
and community development of $332,000 and goodwill impairment write-off of $585,000. The increases in noninterest expense were neutralized primarily by a decrease in performance-based
incentive pay and healthcare costs of $1.2 million and $415,000, respectively.

Compensation
and employee benefits were $20.7 million for the year ended June 30, 2010, a decrease of $232,000 or 1.1% when compared to the year ended June 30, 2009.
Performance-based incentive pay decreased $1.2 million, or 53.6%, due to a reduction in performance outcomes through the fiscal year 2010 as compared to the prior fiscal year. This decrease in
compensation was partially offset by an increase in salaries and wages of $925,000, or 6.5%, to $15.1 million for fiscal year 2010. The salary and wage expense increase was due to
year-over-year salary increases and personnel additions. Retirement costs, which are included in the total for compensation and employee benefits, increased $318,000, or 36.8%,
to $1.2 million for the fiscal year 2010 compared to fiscal year 2009 primarily due to the increased costs determined during the actuarial valuation in the first quarter of fiscal 2010. Net
healthcare costs decreased $415,000, or 16.2%, to $2.1 million due to a reduction of specific high dollar claims and general overall utilization for the fiscal year 2010 compared to the prior
fiscal year. Management currently believes the self-insured structure is a reasonable alternative to traditional healthcare plans over the long term. The level of healthcare costs which
the Company incurs may vary from year to year.

Occupancy
and equipment increased $498,000, or 12.5%, to $4.5 million for the year ended June 30, 2010 as compared to the prior fiscal year. A new facility in Watertown,
South Dakota was placed in service in July 2009, and subsequently sold and leased-back from an unrelated group in the third quarter of fiscal 2010. The depreciation of equipment, rental
expense, and other operating expenses related to this new facility accounted for the majority of increased costs. Other equipment purchased during fiscal year 2010 also contributed to the increase in
depreciation expense since the prior fiscal year.

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Marketing
and community development was $1.7 million for the year ended June 30, 2010 compared to $1.4 million for the year ended June 30, 2009, an increase
of $332,000 or 24.0%. This increase is primarily due to the costs related to the point of sale debit cards reward program implemented July 1, 2009.

Goodwill
impairment expense of $585,000 was recorded for the year ended June 30, 2010 compared to no impairment expense in the prior fiscal year. The Company performs annual
testing to determine if goodwill is impaired and at June 30, 2010, it was determined that the goodwill associated with the acquisition of the leasing division was impaired. Accordingly, the
Company wrote-off the amount of goodwill associated with this acquisition in the amount of $585,000. As of June 30, 2010, there was no impairment with respect to intangible assets
for the remaining amount of $4.4 million.

Income tax expense.The Company's income tax expense for the year ended June 30, 2010 decreased to $3.0 million compared to
$3.9 million for the prior fiscal year. The effective tax rates were 33.97% and 33.12% for the years ended June 30, 2010 and 2009, respectively. The amount of permanent tax difference as
a net deduction was a higher percentage to income before income taxes for fiscal year 2010 than for the prior fiscal year. Permanent tax differences as a net deduction decreased by $341,000 for the
year ended June 30, 2010 as compared to the prior year, primarily due to the write-off of goodwill of in the amount of $585,000.

Liquidity and Capital Resources

The Company's liquidity is comprised of three primary classifications: cash flows from operating activities, cash flows from investing
activities and cash flows from financing activities. Net cash provided by operating activities was $33.5 million for the fiscal year ended June 30, 2011. For the fiscal year ended
June 30, 2010, net cash used in operating activities was $5.0 million. For the fiscal year ended June 30, 2011, net cash provided by investing activities was $68.6 million.
Net cash used in investing activities was $64.8 million for the fiscal year ended June 30, 2010. Net cash used in financing activities for the fiscal year ended June 30, 2011, was
$67.3 million. This compares to net cash provided by financing activities in the prior fiscal year of $72.1 million.

The
Bank's primary sources of funds are net income, in-market deposits, FHLB advances and other borrowings, repayments of loan principal, agency residential mortgage-backed
securities and callable agency securities and, to a lesser extent, sales of mortgage loans, sales and maturities of securities, out-of-market deposits and
short-term investments. While scheduled loan payments and maturing securities are relatively predictable, deposit flows and loan and security prepayments are more influenced by interest
rates, general economic conditions and competition. The Bank attempts to price its deposits to meet its
asset/liability objectives consistent with local market conditions. Excess balances are invested in overnight funds.

Liquidity
management is both a daily and long-term responsibility of management. The Bank adjusts its investments in liquid assets based upon management's assessment of
(i) expected loan demand, (ii) projected loan sales, (iii) expected deposit flows, (iv) yields available on interest-bearing deposits, and (v) the objectives of its
asset/liability management program. Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term government and agency obligations. During the year
ended June 30, 2011, the Bank decreased its borrowings with the FHLB and other borrowings by $43.3 million.

Although
in-market deposits is one of the Bank's primary source of funds, the Bank's policy has been to utilize borrowings where the funds can be invested in either loans or
securities at a positive

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rate
of return or to use the funds for short-term liquidity purposes. As of June 30, 2011, the Bank had the following sources of additional borrowings:



The
Bank may also seek other sources of contingent liquidity including additional federal funds purchased lines with correspondent banks and lines of credit with the Federal Reserve
Bank. There were no funds drawn on the uncommitted, unsecured line of federal funds with First Tennessee Bank, NA, Zions Bank and the Federal Reserve Bank at June 30, 2011. The Bank, as a
member of the FHLB of Des Moines, is required to acquire and hold shares of capital stock in the FHLB of Des Moines equal to 0.12% of the total assets of the Bank at December 31 annually. The
Bank is also required to own activity-based stock, which is based on 4.45% of the Bank's outstanding advances. These percentages are subject to change at the discretion of the FHLB Board of Directors.
For further discussion of our advances from FHLB of Des Moines, see Note 7 of "Notes to Consolidated Financial Statements," which is included in Part II, Item 8 "Financial
Statements and Supplementary Data" of this Form 10-K.

In
addition to the above sources of additional borrowings, the Bank has implemented arrangements to acquire out-of-market certificates of deposit as an additional
source of funding. As of June 30, 2011, the Bank had $15.7 million in out-of-market certificates of deposit.

The
Bank anticipates that it will have sufficient funds available to meet current loan commitments. At June 30, 2011, the Bank had outstanding commitments to originate and
purchase mortgage and commercial loans of $34.9 million and to sell mortgage loans of $17.0 million. Commitments by the Bank to originate loans are not necessarily executed by the
customer. The Bank monitors the ratio of commitments to funding for use in liquidity management. At June 30, 2011, the Bank had two outstanding commitments to purchase $180,000 of investment
securities available for sale and no commitments to sell investment securities available for sale.

The
Company has an available line of credit with United Bankers' Bank for liquidity needs of $4.0 million with no funds advanced at June 30, 2011. The Company has pledged
100% of Bank stock as collateral for this line of credit.

The
Company uses its capital resources to pay dividends to its stockholders, to repurchase Company stock in the market pursuant to a Board of Directors' approved stock buyback program,
to support organic growth, to make any acquisitions, to service its debt obligations and to provide funding for investment into the Bank as Tier 1 (core) capital.

Savings
institutions insured by the FDIC are required to meet three regulatory capital requirements. If a requirement is not met, regulatory authorities may take legal or administrative
actions, including restrictions on growth or operations or, in extreme cases, seizure. Institutions not in compliance may apply for an exemption from the requirements and submit a recapitalization
plan. Under these capital requirements, at June 30, 2011, the Bank met all current capital requirements.

The
OCC has adopted capital requirements for savings institutions comparable to the requirement for national banks. The minimum OCC core capital requirement for
well-capitalized institutions is 5% of total adjusted assets. The Bank had Tier 1 (core) capital of 9.44% at June 30, 2011. The minimum

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OCC
risk-based capital requirement for well-capitalized institutions is 10% of risk-weighted assets. The Bank had risk-based capital of 13.28% at
June 30, 2011.

The
Company has entered into interest rate swap contracts which are classified as cash flow hedge contracts or non-designated derivative contracts. At June 30, 2011, the total
notional amount of interest rate swap contracts was $75.9 million with a fair value net loss of $3.8 million. The Company is exposed to losses if the counterparties fail to make their
payments under the contract in which the Company is in a receiving status. The Company minimizes its risk by monitoring the credit standing of the counterparties. The Company anticipates the
counterparties will be able to fully satisfy their obligations under the remaining agreements. See Note 9 of "Notes to Consolidated Financial Statements" of this Form 10-K
for additional information.

Impact of Inflation and Changing Prices

The Consolidated Financial Statements and Notes thereto presented in Part II, Item 8 "Financial Statements and
Supplementary Data" of this Form 10-K have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical
dollars without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Bank's operations. Unlike
most industrial companies, nearly all the assets and liabilities of the Bank are monetary in nature. As a result, interest rates have a greater impact on the Bank's performance than do the effects of
general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Off-Balance Sheet Arrangements

None.

Effect of New Accounting Standards

Note 1, "Summary of Significant Accounting Policies," of "Notes to Consolidated Financial Statements" of this
Form 10-K discusses new accounting policies adopted by the Company during fiscal 2011. The expected impact of accounting policies recently issued or proposed but not yet required to
be adopted are discussed below. To the extent the adoption of new accounting standards materially affects the Company's financial condition, results of operations, or liquidity, the impacts are
discussed in the applicable sections of this financial review and the notes to consolidated financial statements.

On
June 12, 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets" (ASC Topic 860). This updated guidance removed the concept of a qualifying
special-purpose entity and removed the exception from applying consolidation guidance to these entities. This update also clarified the requirements for isolation and limitations on portions of
financial assets that are eligible for sale accounting. ASC Topic 860 is reportable for interim and annual reports and effective for the Company on reporting periods beginning July 1, 2010. The
Company adopted this guidance effective in the first quarter of fiscal 2011 and the adoption did not have a material effect on the Company's consolidated financial condition, results of operations or
cash flow.

In
April 2010, the FASB issued ASU No. 2010-18,"Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset". As a result of
this update, modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those
loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected
cash flows for the pool change. The Company adopted this update effective in the first quarter of fiscal 2011 and the adoption did not have a material effect on the Company's consolidated financial
condition, results of operations or cash flow.

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In
July 2010, FASB issued ASU 2010-20, "Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses" (ASC Topic 310). This guidance
required significant new disclosures about the allowance for credit losses and the credit quality of financing receivables. The requirements are intended to enhance transparency regarding credit
losses and the credit quality of loan and lease receivables. Under this statement, allowance for credit losses and fair value are to be disclosed by portfolio segment, while credit quality
information, impaired financing receivables and nonaccrual status are to be presented by class of financing receivable. Disclosure of the nature and extent, the financial impact and segment
information of restructured loans will also be
required. The disclosures are to be presented at the level of disaggregation that management uses when assessing and monitoring the portfolio's risk and performance. The Company adopted this update
effective in the second quarter of fiscal 2011 and the adoption did not have a material effect on the Company's consolidated financial condition, results of operations or cash flow.

In
January 2011, FASB issued ASU 2011-01, "Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20" (ASC
Topic 310). This guidance modified the effective date of compliance with disclosure requirements related to trouble debt restructure reporting previously indicated in ASU 2010-20. The new
effective date for disclosing the required troubled debt restructuring information is for interim and annual periods ending after June 15, 2011. The Company adopted this update effective in the
fourth quarter of fiscal 2011 and the adoption did not have a material effect on the Company's consolidated financial condition, results of operations or cash flow.

In
April 2011, FASB issued ASU 2011-02, "A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring" (ASC Topic 310). This update was needed to
provide more guidelines for the implementation of the troubled debt restructuring reporting under ASU 2010-20 and extended under ASU 2011-01 to be effective for interim and
annual periods ending after June 15, 2011. This guidance helps to determine whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes
of determining whether a restructuring constitutes a troubled debt restructuring under ASU 2010-20. This guidance was used in the disclosures related to ASC Topic 310.

In
May 2011, FASB issued ASU 2011-04 "Fair Value Measurement" (ASC Topic 820). This update provides a global standard for applying fair value measurement and clarifies three
points in topic 820. First, only non-financial assets should be valued via a determination of their best use. Second, an instrument in shareholder's equity should be measured from the
perspective of an investor or trader who owns that instrument. Third, data will need to be provided and methods disclosed for assets valued in level 3 of the fair value hierarchy. The guidance
is effective for interim and annual periods beginning December 15, 2011 and early adoption is not permitted. The Company does not expect the adoption to have a material effect on the Company's
consolidated financial condition, results of operations or cash flow.

In
June 2011, FASB issued ASU 2011-05 "Comprehensive Income" (ASC Topic 220). This updated requires the presentation of comprehensive income in financial statements. An
entity has the option to present the total comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive
income or in two separate but consecutive statements. The guidance is effective for interim and annual periods beginning December 15, 2011 and early adoption is permitted. The Company
anticipates to adopt this update in the second quarter of fiscal 2012 and does not expect the adoption to have a material effect on the Company's consolidated financial condition, results of
operations or cash flow.

Asset/Liability and Risk Management

Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency
exchange rate risk and commodity price risk, do not arise in the normal

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course
of the Company's business activities. The Bank, like other financial institutions, is subject to interest rate risk to the extent that its interest-bearing liabilities with short- and
medium-term maturities mature or reprice more rapidly than its interest- earning assets. The Company does not currently engage in trading activities to control interest rate risk although
it may in the future, if necessary, to manage interest rate risk. Interest rate swaps may be entered into to modify interest rate risk. See Note 9 of "Notes to Consolidated Financial
Statements," which is included in Part II, Item 8 "Financial Statements and Supplementary Data" of this Form 10-K, for additional information related to interest rate
contracts.

As
a continuing part of its financial strategy, the Bank considers methods of managing this asset/liability mismatch consistent with maintaining acceptable levels of net interest income.
In order to properly monitor interest rate risk, the Board of Directors has created an Asset/Liability Committee whose principal responsibilities are to assess the Bank's asset/liability mix and
recommend strategies to the Board that will enhance income while managing the Bank's vulnerability to changes in interest rates.

In
managing market risk and the asset/liability mix, the Bank has placed its emphasis on developing a portfolio in which, to the extent practicable, assets and liabilities reprice within
similar periods. The goal of this policy is to provide a relatively consistent level of net interest income in varying interest rate cycles and to minimize the potential for significant fluctuations
from period to period.

One
approach used to quantify interest rate risk is the Bank's net portfolio value ("NPV") analysis. In essence, this analysis calculates the difference between the present value of the
liabilities and the present value of expected cash flows from assets and off-balance sheet contracts. The following table sets forth, at June 30, 2011 and June 30, 2010, an
analysis of the Company's interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve (+300 or
-100 basis points, measured in 100 basis point increments). Due to the low prevailing interest rate environment, -200 and -300 NPV was not estimated by the Bank at
June 30, 2011 and June 30, 2010.

Even
if interest rates change in the designated amounts, there can be no assurance that the Company's assets and liabilities would perform as set forth below. In addition, a change in
U.S. Treasury rates in
the designated amounts accompanied by a change in the shape of the Treasury yield curve would cause significantly different changes to the NPV than indicated below.

June 30, 2011Estimated Increase
(Decrease) in NPVChange in
Interest Rates

Estimated
NPV
AmountAmount

Percent(Dollars in Thousands)Basis Points+300

$
146,916

$
12,259


9
%+200


145,011


10,354


8+100


140,797


6,140


5


134,657





-100


122,645


(12,012
)

(9
)


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June 30, 2010Estimated Increase
(Decrease) in NPVChange in
Interest Rates

Estimated
NPV
AmountAmount

Percent(Dollars in Thousands)Basis Points+300

$
124,944

$
9,853


9
%+200


123,941


8,850


8+100


120,976


5,885


5


115,091





-100


105,817


(9,274
)

(8
)


Contractual Obligations

The following table sets forth information with respect to the Company's contractual obligations as of June 30, 2011. Operating
lease obligations are primarily related to the lease of certain branch offices, which the Company has committed to as of June 30, 2011.

Payments due by periodTotal

Less Than
1 Year

1 to 3 Years

3 to 5 Years

Greater Than
5 Years(Dollars in Thousands)Deposits without a stated maturity

$
527,829

$
527,829

$


$


$
Certificates of Deposit


365,328


267,902


71,890


24,240


1,296Advances from FHLB and other borrowings


147,395


5,000


66,100


22,500


53,795Long-Term Debt Obligations


27,837











27,837Operating Lease Obligations


7,866


1,106


1,935


1,496


3,329Total Contractual Obligations

$
1,076,255

$
801,837

$
139,925

$
48,236

$
86,257


Subsequent Event

Management has evaluated subsequent events for potential disclosure or recognition through September 9, 2011, the date of the
filing of the consolidated financial statements with the Securities and Exchange Commission.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk Management

The Company's net income is largely dependent on its net interest income. Net interest income is susceptible to interest rate risk to
the extent that interest-bearing liabilities with short- and medium-term maturities mature or reprice more rapidly than its interest-earning assets. When interest-bearing liabilities
mature or reprice more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could
adversely affect net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net
income.

In
an attempt to manage its exposure to changes in interest rates, management monitors the Company's interest rate risk. The Asset/Liability Committee meets periodically to review the
Bank's interest rate risk position and profitability, and to recommend adjustments for consideration by executive management. Management also reviews the Bank's securities portfolio, formulates
investment strategies, and oversees the timing and implementation of transactions to assure attainment of

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objectives
in the most prudent, effective manner. In managing market risk and the asset/liability mix, the Bank has placed its emphasis on developing a portfolio in which, to the extent practicable,
assets and liabilities reprice within similar periods. Notwithstanding the Company's interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have
an adverse effect on net income. The Company does not currently engage in trading activities to control interest rate risk although it may in the future, if necessary, to manage interest rate risk.
The Company has entered into interest rate swap contracts to convert variable-rate trust preferred debt into a fixed rate instrument to modify interest rate risk. The Bank has entered into
interest rate swap contracts to convert variable-rate deposits into a fixed rate instrument. In addition, the Bank has entered into back-to-back customer interest rate swap contracts to
provide a facility to mitigate the fluctuations in the variable rate on the respective loans. See Note 9 of "Notes to Consolidated Financial Statements" of this Form 10-K for
additional information.

In
adjusting the Company's asset/liability position, management attempts to manage the Company's interest rate risk while enhancing net interest margins. At times, depending on the level
of general interest rates, the relationship between long and short-term interest rates, market conditions and competitive factors, management may determine to increase the Company's
interest rate risk position somewhat in order to increase its net interest margin. The Company's results of operations and net portfolio values remain vulnerable to increases in interest rates and to
fluctuations in the difference between long- and short-term interest rates.

Consistent
with the asset/liability management philosophy described above, the Company has taken several steps to manage its interest rate risk. The Company has structured its security
portfolio to shorten the repricing of its interest-earning assets. The Company's agency residential mortgage-backed securities and securities available for sale typically have either short or medium
terms to maturity or adjustable interest rates. At June 30, 2011, the Company had investment securities available for sale of $8.9 million with contractual maturities of five years or
less. Adjustable-rate agency residential mortgage-backed securities totaled $218.2 million at June 30, 2011. Agency residential mortgage-backed securities amortize and
experience prepayments of principal. The Company has received average cash flows from principal paydowns, maturities, sales and calls of all securities available for sale of $127.6 million
annually over the past three fiscal years. The Company also manages interest rate risk reduction by utilizing non-certificate depositor accounts for certain liquidity purposes. Management
believes that such accounts carry a lower cost than certificate accounts, and that a material portion of such accounts may be more resistant to changes in interest rates than are certificate accounts.
At June 30, 2011, the Company had $84.4 million of savings accounts,
$197.6 million of money market accounts and $245.8 million of checking accounts, representing 59.10% of the Bank's total depositor account balances.

One
approach used to quantify interest rate risk is the Bank's NPV analysis. In essence, this analysis calculates the difference between the present value of liabilities and the present
value of expected cash flows from assets and off-balance sheet contracts. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
OperationsAsset/Liability and Risk Management" of this Form 10-K for further discussion regarding the NPV analysis and
an analysis of the Company's interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve.

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Item 8.Financial Statements and Supplementary Data

Management's Report on  Internal Control over Financial Reporting

The management of HF Financial Corp. and its subsidiaries (the "Company") is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) for the Company. The Company's
internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

Under
the supervision and with the participation of the Company's management, including its Chairman, President and Chief Executive Officer and its Senior Vice President, Chief Financial
Officer and Treasurer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting as of June 30, 2011 based on the criteria set forth in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company's
internal control over financial reporting was effective as of June 30, 2011.

Pursuant
to a permanent exemption granted under the Dodd-Frank Act for smaller reporting companies, the Company is not required to include an attestation report from the
Company's public accounting firm with respect to management's assessment of the effectiveness of the Company's internal control over financial reporting.

/s/ CURTIS L. HAGE Curtis L. Hage Chairman, President and
Chief Executive Officer

/s/ BRENT R. OLTHOFF Brent R. Olthoff Senior Vice President,
Chief Financial Officer and Treasurer


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TABLE OF CONTENTS



INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S
REPORT ON THE FINANCIAL STATEMENTS

97INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S
REPORT ON THE INTERNAL CONTROLS OVER FINANCIAL REPORTING

98CONSOLIDATED FINANCIAL STATEMENTSStatements of Financial Condition

100Statements of Income

101Statements of Stockholders' Equity

102Statements of Cash Flows

103Notes to Consolidated Financial Statements

104


96

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LOGO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders
HF Financial Corp.
Sioux Falls, South Dakota

We
have audited the accompanying consolidated statements of financial condition of HF Financial Corp. as of June 30, 2011 and 2010, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the years in the three-year period ended June 30, 2011. HF Financial Corp.'s management is responsible for these consolidated
financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of HF Financial Corp. as of June 30, 2011
and 2010, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2011, in conformity with accounting principles generally
accepted in the United States of America.

We
also have audited, in accordance with attestation standards established by the American Institute of Certified Public Accountants, HF Financial Corp.'s internal control over financial
reporting as of June 30, 2011, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated September 9, 2011 expressed an unqualified opinion.

GRAPHIC

Sioux Falls, South Dakota
September 9, 2011

GRAPHIC

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LOGO

INDEPENDENT AUDITOR'S REPORT

Audit
Committee
HF Financial Corp.
Sioux Falls, South Dakota

We
have audited management's assertion, included in the accompanying Management Report, that HF Financial Corp. maintained effective internal control over financial reporting, including
controls over the preparation of regulatory financial statements in accordance with the instructions for regulatory reporting in conformity with the Thrift Financial Report, as of June 30,
2011, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")in Internal ControlIntegrated
Framework. HF Financial Corp.'s management is responsible for maintaining effective internal control over financial reporting, and for its assertion of the effectiveness of
internal control over financial reporting, included in the accompanying Management Report. Our responsibility is to express an opinion on management's assertion based on our audit.

We
conducted our audit in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform
the examination to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

An
entity's internal control over financial reporting is a process effected by those charged with governance, management, and other personnel, designed to provide reasonable assurance
regarding the preparation of reliable financial statements in accordance with accounting principles generally accepted in the United States of America. An entity's internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and those charged with
governance; and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use, or disposition of the entity's assets that could have
a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent, or detect and correct misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, management's assertion that HF Financial Corp. maintained effective internal control over financial reporting, including controls over the preparation of regulatory
financial

98

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statements
in accordance with the instructions for regulatory reporting in conformity with the Thrift Financial Report, as of June 30, 2011 is fairly stated, in all material respects, based on
the framework
set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") inInternal ControlIntegrated Framework.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition of HF Financial
Corp. as of June 30, 2011, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended and our report dated September 9, 2011,
expressed an unqualified opinion on those financial statements.

GRAPHIC

Sioux Falls, South Dakota
September 9, 2011

GRAPHIC

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HF FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

2011

2010ASSETSCash and cash equivalents

$
55,617

$
20,805Securities available for sale (Note 2)


234,860


264,442Federal Home Loan Bank stock (Note 7)


8,065


10,334Loans held for sale (Note 3)


11,991


25,287Loans and leases receivable, net (Note 3)


811,178


862,704Accrued interest receivable


7,607


8,785Office properties and equipment, net of accumulated depreciation (Note 5)


14,969


14,973Foreclosed real estate and other properties


712


946Cash value of life insurance


15,704


15,144Servicing rights (Note 4)


12,952


12,733Goodwill, net


4,366


4,366Other assets (Note 10)


13,300


12,496$
1,191,321

$
1,253,015LIABILITIES AND STOCKHOLDERS' EQUITYLiabilitiesDeposits (Note 6)

$
893,157

$
914,264Advances from Federal Home Loan Bank and other borrowings (Note 7)


147,395


190,719Subordinated debentures payable to trusts (Note 8)


27,837


27,837Advances by borrowers for taxes and insurance


11,587


11,460Accrued expenses and other liabilities (Note 14)


16,899


14,300Total liabilities


1,096,875


1,158,580Stockholders' equity (Notes 11, 12 and 13)Preferred stock, $.01 par value, 500,000 shares authorized, none outstanding





Series A Junior Participating Preferred Stock, $1.00 stated value, 50,000 shares authorized, none outstanding





Common stock, $.01 par value, 10,000,000 shares authorized, 9,057,727 and 9,025,792 shares issued at June 30, 2011 and 2010, respectively


91


90Additional paid-in capital


45,116


44,496Retained earnings, substantially restricted


81,554


84,011Accumulated other comprehensive (loss), net of related deferred tax effect (Note 17)


(1,418
)

(3,265
)Less cost of treasury stock, 2,083,455 and 2,083,455 shares at June 30, 2011 and 2010, respectively


(30,897
)

(30,897
)94,446


94,435$
1,191,321

$
1,253,015


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Table of Contents



HF FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED JUNE 30, 2011, 2010 AND 2009

(DOLLARS IN THOUSANDS, except share data)

2011

2010

2009Interest, dividend and loan fee income:Loans and leases receivable

$
48,557

$
49,658

$
49,460Investment securities and interest-bearing deposits


5,854


7,696


11,22854,411


57,354


60,688Interest expense:Deposits


9,572


12,303


15,679Advances from Federal Home Loan Bank and other borrowings


7,505


8,378


9,68017,077


20,681


25,359Net interest income


37,334


36,673


35,329Provision for losses on loans and leases


8,616


2,950


1,679Net interest income after provision for losses on loans and leases


28,718


33,723


33,650Noninterest income:Fees on deposits


6,154


5,624


5,761Loan servicing income


1,576


2,042


2,301Gain on sale of loans, net


2,845


1,841


1,906Earnings on cash value of life insurance


667


652


641Trust income


666


820


676Commission and insurance income


754


563


519Gain (loss) on sale of securities, net


(3,602
)

1,853


904Total other-than-temporary impairment losses


(399
)

(2,223
)

(3,905
)Portion of loss recognized in other comprehensive income


(150
)

(460
)

3,500Net impairment losses recognized in earnings


(549
)

(2,683
)

(405
)Other


363


302


2998,874


11,014


12,602Noninterest expense:Compensation and employee benefits


21,823


20,710


20,942Occupancy and equipment


4,602


4,479


3,981FDIC insurance


1,473


1,321


1,376Check and data processing expense


2,855


2,750


2,577Professional fees


2,356


1,798


1,800Marketing and community investment


1,270


1,716


1,384Foreclosed real estate and other properties, net


208


223


292Goodwill impairment





585


Other


2,557


2,454


2,21437,144


36,036


34,566Income before income taxes


448


8,701


11,686Income tax (benefit) expense (Note 10)


(231
)

2,956


3,870Net income


679


5,745


7,816Preferred stock dividends and accretion








1,316Net income available to common stockholders

$
679

$
5,745

$
6,500Basic earnings per common share (Note 13):

$
0.10

$
1.00

$
1.62Diluted earnings per common share (Note 13):


0.10


1.00


1.61Dividend declared per common share


0.45


0.45


0.45


101

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Table of Contents

HF FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED JUNE 30, 2011, 2010 AND 2009

(DOLLARS IN THOUSANDS, except share data)

Common
Stock

Common
Stock
Subscribed

Preferred
Stock

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
(Loss)

Treasury
Stock

TotalBalance, June 30, 2008

$
60

$
95

$


$
21,905

$
76,041

$
(3,001
)
$
(30,897
)
$
64,203Comprehensive incomeNet income














7,816








7,816Net changes in unrealized gain on securities available for sale, net of deferred taxes

















257





257Net unrealized losses on defined benefit plan, net of deferred taxes

















(1,067
)




(1,067
)Net unrealized losses on derivatives and hedging activities, net of deferred taxes

















(548
)




(548
)Comprehensive income























6,458Issuance of common stock and exercise of stock options (Note 16)


1


(95
)




641











547Common stock subscribed for but not issued





224





(224
)










Cash dividends paid on common stock














(1,805
)







(1,805
)Cash dividends paid on preferred stock














(667
)







(667
)Issuance of 25,000 sharesof preferred stock and common warrant











25,000











25,000Redemption of preferred stock and common warrant











(25,071
)

(579
)







(25,650
)Amortization of discount on common warrant











71


(71
)







Amortization of stock-based compensation











589











589Balance, June 30, 2009


61


224





22,911


80,735


(4,359
)

(30,897
)

68,675Comprehensive incomeNet income














5,745








5,745Net changes in unrealized gain on securities available for sale, net of deferred taxes

















1,217





1,217Net unrealized gain on defined benefit plan, net of deferred taxes

















1,201





1,201Net unrealized losses on derivatives and hedging activities, net of deferred taxes

















(1,324
)




(1,324
)Comprehensive income























6,839Issuance of common stock and exercise of stock options (Note 16)


29


(224
)




20,912











20,717Cash dividends paid on common stock














(2,469
)







(2,469
)Amortization of stock-based compensation











673











673Balance, June 30, 2010


90








44,496


84,011


(3,265
)

(30,897
)

94,435Comprehensive incomeNet income














679








679Net changes in unrealized gain on securities available for sale, net of deferred taxes

















2,302





2,302Net unrealized gain on defined benefit plan, net of deferred taxes

















132





132Net unrealized losses on derivatives and hedging activities, net of deferred taxes

















(587
)




(587
)Comprehensive income























2,526Issuance of common stock and exercise of stock options (Note 16)


1








139











140Cash dividends paid on common stock














(3,136
)







(3,136
)Amortization of stock-based compensation











481











481Balance, June 30, 2011

$
91

$


$


$
45,116

$
81,554

$
(1,418
)
$
(30,897
)
$
94,446


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HF FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED JUNE 30, 2011, 2010 AND 2009

(DOLLARS IN THOUSANDS, except share data)

2011

2010

2009Cash Flows From Operating ActivitiesNet income

$
679

$
5,745

$
7,816Adjustments to reconcile net income to net cash provided by operating activitiesProvision for losses on loans and leases


8,616


2,950


1,679Depreciation


1,916


1,994


1,737Goodwill impairment





585


Amortization of discounts and premiums on securities and other


5,224


3,669


2,430Stock based compensation


481


673


589Deferred income taxes (credits)


(2,233
)

(630
)

(340
)Net change in loans held for resale


16,141


(8,565
)

(4,179
)(Gain) on sale of loans, net


(2,845
)

(1,841
)

(1,906
)Realized (gain) loss on sale of securities, net


3,602


(1,853
)

(904
)Other-than-temporary impairments recognized in non-interest income


549


2,683


405Losses and provision-for-losses on sales of foreclosed real estate and other properties, net


52


1


44Loss on disposal of office properties and equipment, net





4


Change in other assets and liabilities (Note 20)


1,285


(10,404
)

(5,008
)Net cash provided by (used in) operating activities


33,467


(4,989
)

2,363Cash Flows From Investing ActivitiesNet change in loans outstanding


42,158


(23,438
)

(68,271
)Securities available for saleSales, maturities and repayments


148,174


124,142


110,432Purchases


(122,243
)

(166,688
)

(108,502
)Purchase of Federal Home Loan Bank stock


(5,774
)

(6,590
)

(5,565
)Redemption of Federal Home Loan Bank stock


8,043


8,732


4,334Proceeds from sale of office properties and equipment





2,048


Purchase of office properties and equipment


(1,912
)

(2,102
)

(3,805
)Purchase of servicing rights from external sources


(768
)

(1,402
)

(930
)Proceeds from sale of foreclosed real estate and other properties


967


526


710Net cash provided by (used in) investment activities


68,645


(64,772
)

(71,597
)Cash Flows From Financing ActivitiesNet increase (decrease) in deposit accounts


(21,107
)

76,396


53,631Proceeds of advances from Federal Home Loan Bank and other borrowings


617,876


1,752,730


6,471,132Payments on advances from Federal Home Loan Bank and other borrowings


(661,200
)

(1,774,880
)

(6,456,717
)Increase (decrease) in advances by borrowers


127


(439
)

1,104Repurchase of warrant








(650
)Repurchase of preferred stock








(25,000
)Proceeds from issuance of preferred stock








25,000Proceeds from issuance of common stock


140


20,717


547Cash dividends paid


(3,136
)

(2,469
)

(2,472
)Net cash provided by (used in) financing activities


(67,300
)

72,055


66,575Increase (decrease) in cash and cash equivalents


34,812


2,294


(2,659
)Cash and Cash EquivalentsBeginning


20,805


18,511


21,170Ending

$
55,617

$
20,805

$
18,511


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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of HF Financial Corp. and subsidiaries ("the Company") conform to accounting principles generally accepted in the United States of America and to
general practice within the industry. The following is a description of the more significant of those policies that the Company follows in preparing and presenting its consolidated financial
statements.

Nature of Operations

The Company, a unitary thrift holding company, was formed in November 1991, for the purpose of owning all of the outstanding stock of
Home Federal Bank ("the Bank"). The Company is incorporated under the laws of the State of Delaware and generally is authorized to engage in any activity that is permitted by the Delaware General
Corporation Law. The executive offices of the Company and its direct and indirect subsidiaries are located in Sioux Falls, South Dakota.

The
Bank was founded in 1929 and is a federally chartered stock savings bank headquartered in Sioux Falls, South Dakota. The Bank provides full-service consumer and
commercial business banking, including an array of financial products, to meet the needs of its market place. The Bank attracts deposits from the general public and uses such deposits, together with
borrowings and other funds, to originate one-to-four family residential, commercial business, consumer, multi-family, commercial real estate, construction and agricultural
loans. The Bank's consumer loan portfolio includes, among other things, automobile loans, home equity loans, loans secured by deposit accounts and student loans. The Bank also purchases agency
residential mortgage-backed securities and invests in U.S. Government and agency obligations and other permissible investments. The Bank receives loan servicing income on loans serviced for others and
commission income from credit-life insurance on consumer loans. Through its trust department, the Bank acts as trustee, personal representative, administrator, guardian, custodian, agent,
advisor and manager for various accounts. The Bank, through its wholly-owned subsidiaries, offers annuities, mutual funds, life insurance and other financial products, and equipment leasing services.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, the Company's wholly-owned subsidiaries,
HomeFirst Mortgage Corp. (the Mortgage Corp.), HF Financial Group, Inc. (HF Group), and Home Federal Bank (the Bank) and the Bank's wholly-owned subsidiaries, Hometown Investment
Services, Inc. (Hometown), Mid America Capital Services, Inc. (Mid America Capital), Home Federal Securitization Corp. (HFSC), Mid-America Service Corporation
(Mid-America) and PMD, Inc (PMD). All intercompany balances and transactions have been eliminated in consolidation.

Basis of Financial Statement Presentation and Use of Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the statement of financial condition and revenues and expenses for the fiscal year. Actual results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

change
in the near-term related to the determination of the allowance for loan and lease losses, self-insurance, security impairment and servicing rights. Management has
evaluated subsequent events for potential disclosure or recognition through September 9, 2011, the date of the filing of the consolidated financial statements with the Securities and Exchange
Commission.

Cash and Cash Equivalents

For purposes of reporting the statements of cash flows, the Company includes as cash equivalents all cash accounts which are not
subject to withdrawal restrictions or penalties, due from banks, federal funds sold and time deposits with original maturities of 90 days or less.

Trust Assets

Assets of the trust department, other than trust cash on deposit at the Bank, are not included in these consolidated financial
statements because they are not assets of the Bank.

Securities

Management determines the appropriate classification of securities at the date individual securities are acquired and evaluates the
appropriateness of such classifications at each statement of financial condition date.

Securities
available for sale are those debt securities that the Company intends to hold for an indefinite period of time, but may not hold necessarily to maturity, and all equity
securities. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the
Company's assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Securities available for sale are carried at fair value and unrealized gains or losses
are reported as increases or decreases in other comprehensive income net of the related deferred tax effect. Sales of securities available for sale are recorded on a trade date basis.

Premiums
and discounts on securities are amortized over the contractual lives of those securities, except for agency residential mortgage-backed securities, for which prepayments are
probable and predictable, which are amortized over the estimated expected repayment terms of the underlying mortgages. The method of amortization results in a constant effective yield on those
securities (the interest method). Interest on debt securities is recognized in income as accrued. Realized gains and losses on the sale of securities are determined using the specific identification
method.

Securities Impairment

Management continually monitors the investment security portfolio for impairment on a security by security basis and has a process in
place to identify securities that could potentially have a credit impairment that is other-than-temporary. This process involves the length of time and extent to which the fair
value has been less than the amortized cost basis, review of available information regarding the financial position of the issuer, monitoring the rating of the security, cash flow projections, and the

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company's
intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend
to maturity. To the extent we determine that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized. If the Company intends to sell a
security or it is more likely than not that the Company would be required to sell a security before the recovery of its amortized cost, less any current period credit loss, the Company recognizes an
other-than-temporary impairment in net income for the difference between amortized cost and fair value. If we do not expect to recover the amortized cost basis, we do not plan
to sell the security and if it is not more likely than not that the Company would be required to sell a security before the recovery of it amortized cost, less any current period credit loss, the
recognition of the other-than-temporary impairment is bifurcated. For those securities, the Company separates the total impairment into a credit loss component recognized in
net income, and the amount of the loss related to other factors is recognized in other comprehensive income net of taxes.

The
amount of the credit loss component of a debt security impairment is estimated as the difference between amortized cost and the present value of the expected cash flows of the
security. The present value is determined using the best estimate cash flows discounted at the effective interest rate implicit to the security at the date of purchase or the current yield to accrete
an asset- backed or floating rate security. Currently, the Company does not have other-than-temporarily impaired debt securities for which credit losses exist.

Level 3 Fair Value Measurement

Generally Accepted Accounting Principles ("GAAP") requires the Company to measure the fair value of financial instruments under a
standard which describes three levels of inputs that areused to measure fair value. Level 3 measurement includes significant unobservable inputs that reflect the Company's own assumptions about
the assumptions that market participants would use in valuing an asset or liability. Level 3 assets and liabilities include financial
instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires
significant management judgment or estimation. Although management believes that it uses a best estimate of information available to determine fair value, due to the uncertainty of future events, the
approach includes a process that may differ significantly from other methodologies and still produce an estimate that is in accordance with GAAP.

Loans Held for Sale

Loans receivable, which the Bank may sell or intend to sell prior to maturity, are carried at the lower of net book value or fair value
on an aggregate basis. Such loans held for sale include loans receivable that management intends to use as part of its asset/liability strategy, or that may be sold in response to changes in interest
rates, changes in prepayment risk or other similar factors.

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans and Leases Receivable, Net

Loans receivable are stated at unpaid principal balances, less the allowance for loan losses, and net of deferred loan origination
fees, costs and discounts.

The
Company's leases receivable are classified as direct finance leases. Under the direct financing method of accounting for leases, the total net payments receivable under the lease
contracts and the residual value of the leased equipment, net of unearned income, are recorded as a net investment in direct financing leases and the unearned income is recognized each month on a
basis which approximates the interest method.

For
purposes of the disclosures required pursuant to the adoption of amendments to ASC 310 effective December 31, 2010, the loan portfolio was disaggregated into segments and then
further disaggregated into classes for certain disclosures. A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for
credit losses. A class is generally determined based on the initial measurement attribute, risk characteristics of the loan, and an
entity's method for monitoring and assessing credit risk. Residential and Consumer loan portfolio segments include classes of one-to- four family, construction, consumer
direct, consumer home equity, consumer overdraft and reserves, and consumer indirect. Commercial, Commercial Real Estate and Agriculture loan portfolio segments include the classes of commercial
business, equipment finance leases, commercial real estate, multi-family real estate, construction, agricultural business, and agricultural real estate.

Interest
on loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding. Loan origination fees and direct costs as well as premiums and
discounts are amortized as level yield adjustments over the respective loan terms. Unamortized net fees or costs are recognized upon early repayment of the loans. Loan commitment fees are generally
deferred and amortized on a straight-line basis over the commitment period.

Impaired
loans are generally carried on a nonaccrual status when there are reasonable doubts as to the collectability of principal and/or interest and/or when payment becomes
90 days past due, except loans which are well secured and in the process of collection. For all portfolio segments and classes accrued but uncollected, interest is reversed and charged against
interest income when the loan is placed on nonaccrual status. Management may elect to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to recover
the principal balance and accrued interest. Interest payments received on nonaccrual and impaired loans are normally applied to principal. Once all principal has been received, additional interest
payments are recognized on a cash basis as interest income.

A
loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest
when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of
collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and insignificant payment shortfalls generally are not classified as impaired.
Management

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

determines
the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the
borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment
is measured on a loan by loan basis for commercial, commercial real estate and agricultural loans by either the present value of expected future cash flows discounted at the loan's effective interest
rate or the fair value of the collateral if the loan is collateral dependent.

As
part of the Company's ongoing risk management practices, management attempts to work with borrowers when necessary to extend or modify loan terms to better align with their current
ability to repay. Extensions and modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Each occurrence is unique to the borrower and
is
evaluated separately. In a situation where an economic concession has been granted to a borrower that is experiencing financial difficulty, the Company identifies and reports that loan as a troubled
debt restructuring ("TDR"). Management considers regulatory guidelines when restructuring loans to ensure that prudent lending practices are followed. As such, qualification criteria and payment terms
consider the borrower's current and prospective ability to comply with the modified terms of the loan. Additionally, the Company structures loan modifications with the intent of strengthening
repayment prospects.

The
Company considers whether a borrower is experiencing financial difficulties, as well as whether a concession has been granted to a borrower determined to be troubled, when
determining whether a modification meets the criteria of being a TDR under ASC 310-40. For such purposes, evidence which may indicate that a borrower is troubled includes, among other
factors, the borrower's default on debt, the borrower's declaration of bankruptcy or preparation for the declaration of bankruptcy, the borrower's forecast that entity-specific cash flows will be
insufficient to service the related debt, or the borrower's inability to obtain funds from sources other than existing creditors at an effective interest rate equal to the current market interest rate
for similar debt for a non-troubled debtor. If a borrower is determined to be troubled based on such factors or similar evidence, a concession will be deemed to have been granted if a
modification of the terms of the debt occurred that management would not otherwise consider. Such concessions may include, among other modifications, a reduction of the stated interest for the
remaining original life of the debt, an extension of the maturity date at a stated interest rate lower than the current market rate for new debt with similar risk, a reduction of accrued interest, or
a reduction of the face amount or maturity amount of the debt.

A
modification of loan terms that management would generally not consider to be a TDR could be a temporary extension of maturity to allow a borrower to complete an asset sale whereby the
proceeds of such transaction are to be paid to satisfy the outstanding debt. Additionally, a modification that extends the term of a loan, but does not involve reduction of principal or accrued
interest, in which the interest rate is adjusted to reflect current market rates for similarly situated borrowers is not considered a TDR. Nevertheless, each assessment will take into account any
modified terms and will be comprehensive to ensure appropriate impairment assessment.

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans
that are reported as TDRs apply the identical criteria in the determination of whether the loan should be accruing or nonaccruing. Typically, the event of classifying the loan as a
TDR due to a modification of terms is independent from the determination of accruing interest on a loan in accordance with accounting standards.

For
all non-homogeneous loans (including TDRs) that have been placed on nonaccrual status, our policy for returning nonaccruing loans to accrual status requires the following
criteria: six
months of continued performance, timely payments, positive cash flow and an acceptable loan to value ratio. For homogeneous loans (including TDRs), typical in our residential and consumer portfolio,
the policy requires six months of consecutive timely loan payments for returning nonaccrual loans to accruing status.

The
allowance for loan and lease losses is maintained at a level that management determines is sufficient to absorb estimated probable incurred losses in the loan portfolio through a
provision for loan losses charged to net income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Management charges off
loans, or portions of loans, in the period that such loans, or portions thereof, are deemed uncollectible. The collectability of individual loans is determined through an estimate of the fair value of
the underlying collateral and/or an assessment of the financial condition and repayment capacity of the borrower. The allowances for loan and lease losses are comprised of both specific valuation
allowances and general valuation allowances that are determined in accordance with authoritative accounting guidance. Additions are made to the allowance through periodic provisions charged to current
operations and recovery of principal on loans previously charged off.

The
allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectability of the loans in light of historical
experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic
conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

Specific
valuation allowances are established based on the Company's analyses of individual loans that are considered impaired. If a loan is deemed to be impaired, management measures
the extent of the impairment and as required establishes a specific valuation allowance for that amount. The Company applies this classification as necessary to loans individually evaluated for
impairment in the loan portfolio segments of commercial, commercial real estate and agricultural loans. Smaller balance homogenous loans are evaluated for impairment on a collective rather than an
individual basis. The Company generally measures impairment on an individual loan and the extent to which a specific valuation allowance is necessary by comparing the loan's outstanding balance to
either the fair value of the collateral, less the estimated cost to sell or the present value of expected cash flows, discounted at the loan's effective interest rate. A specific valuation allowance
is established when the fair value of the collateral, net of estimated costs, or the present value of the expected cash flows is less than the recorded investment in the loan.

109

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The
Company also follows a process to assign general valuation allowances to loan portfolio segment categories. General valuation allowances are established by applying the Company's
loan loss
provisioning methodology, and reflect the estimated probable incurred losses in loans outstanding. The loan loss provisioning methodology considers various factors in determining the appropriate
quantified risk factors to use in order to determine the general valuation allowances. The factors assessed begin with the historical loan loss experience for each of the loan portfolio segments. The
Company's historical loan loss experience is then adjusted by considering qualitative or environmental factors that are likely to cause estimated credit losses associated with the existing portfolio
to differ from historical loss experience, including, but not limited to, the following:



By
considering the factors discussed above, the Company determines quantified risk factors that are applied to each non-impaired loan or loan type in the loan portfolio to
determine the general valuation allowances.

The
time periods considered for historical loss experience are the most recent five years, three years and twelve month periods. The Company also evaluates the sufficiency of the overall
allocations used for the loan loss allowances by considering the loss experience in the most recent twelve month period.

The
process of establishing the loan loss allowances may also involve:



110

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



In
order to determine their overall adequacy, each loan portfolio segment respective loan loss allowance is reviewed quarterly by management and by the Audit Committee of the Company's
Board of Directors, as applicable.

Future
adjustments to the allowance for loan and lease losses and methodology may be necessary if economic or other conditions differ substantially from the assumptions used in making
the estimates or, if required by regulators, based upon information at the time of their examinations. Such adjustments to original estimates, as necessary, are made in the period in which these
factors and other relevant considerations indicate that loss levels vary from previous estimates.

Revenue Recognition

The Company derives a portion of its revenues from fee-based services. Noninterest income from transaction-based fees is
generally recognized when the transactions are completed. Noninterest income from service-based fees is generally recognized over the period in which the service was provided.

Loan Origination Fees and Related Discounts

Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest
income using the interest method over the contractual life of the loans, adjusted for prepayments.

Commitment
fees and costs relating to commitments, the likelihood of exercise of which is remote, are recognized during the commitment period. If the commitment is subsequently exercised
during the commitment period, the remaining unamortized commitment fee at the time of exercise is recognized over the life of the loan as an adjustment of yield.

Loan Servicing

The cost allocated to servicing rights purchased or retained has been recognized as a separate asset, is initially measured at fair
value, and is being amortized in proportion to and over the period of estimated net servicing income. Servicing rights are periodically evaluated for impairment based on the fair value of those
rights. Fair values are estimated using discounted cash flows based on current market rates of interest. For purposes of measuring impairment, the rights are stratified by one or more predominant risk
characteristics of the underlying loans. The Bank stratifies its capitalized servicing rights based on loan type. The Company performs quarterly testing to determine if loan servicing rights purchased
and retained servicing rights are impaired. As of June 30, 2011, and 2010, there was no impairment to loan servicing rights purchased and retained servicing rights.

111

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Servicing
rights acquired for cash from other financial institutions are classified as an investing activity within the cash flow statement. Originated mortgage loans for sale where
servicing rights are retained is included within the operating activity section of the cash flow statement as a non-cash activity adjustment.

Trust Services and Investment Management

Trust services and investment management fees include investment management, personal trust, employee benefits, and custodial trust
services.

Commission and Insurance Income

Commission and insurance revenues are derived from the sales of financial and insurance products, including acting as an independent
agent to provide life, long-term care, and disability insurance.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred
assets is deemed to be surrendered when (1) the assets have been isolated from the Companyput presumptively beyond the reach of the transferor and its creditors, even in bankruptcy
or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and
(3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to
return specific assets.

Goodwill

Goodwill is the difference between the purchase price and the amounts assigned to the net assets acquired and accounted for under the
purchase method of accounting. The Company performs annual testing to determine if goodwill is impaired. In fiscal 2011, testing did not result in recording of an impaired amount. In fiscal 2010, it
was determined that the goodwill associated with the acquisition of the leasing division was impaired, and the Company wrote-off the amount of goodwill associated with this acquisition of
$585. As of June 30, 2011, there is no impairment with respect to intangible assets for the remaining amount of $4,366.

Foreclosed Real Estate and Other Properties

Real estate and other properties acquired through, or in lieu of, loan foreclosure are initially recorded at lower of cost or fair
value less estimated costs to sell at the date of foreclosure. Costs relating to improvement of property are capitalized, whereas costs relating to the holding of property are expensed. Valuations are
periodically performed by management and charge-offs to operations are made if the carrying value of a property exceeds its estimated fair value less estimated costs to sell.

112

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Office Properties and Equipment

Land is carried at cost. All other properties and equipment are carried at cost, less accumulated depreciation and amortization.
Buildings and improvements and leasehold improvements are depreciated primarily on the straight-line method over the estimated useful lives of the assets, which are five to fifty years.
Furniture, fixtures, equipment and automobiles are depreciated using both the straight-line and declining balance methods over the estimated useful lives of the assets, which are three to
twelve years.

Income Taxes

Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax-basis
carrying amounts. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled.

In
the preparation of income tax returns, tax positions are taken based on interpretation of federal and state income tax laws. Management periodically reviews and evaluated the status
of uncertain tax positions and makes estimates of amounts ultimately due or owed. The benefits of tax positions is recorded in income tax expense in the consolidated financial statements, net of the
estimates of ultimate amounts due or owed including any applicable interest and penalties. The Company's policy is to report interest and penalties, if any, related to unrecognized tax benefits in
income tax expense in the Consolidated Statements of Income. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period in which the enactment
date occurs.

The
determination of current and deferred income taxes is an accounting estimate which is based on the analyses of many factors including interpretation of federal and state income tax
laws, the evaluation of uncertain tax positions, differences between the tax and financial reporting bases of assets and liabilities (temporary differences), estimates of amounts due or owed such as
the timing of reversal of temporary differences and current financial accounting standards. Actual results could differ from the estimates and tax law interpretations used in determining the current
and deferred income tax liabilities.

Marketing and Community Development

Marketing and community development costs are generally expensed as incurred and are included as noninterest expenses on the
consolidated statements of income. Advertising costs, which are included within this total, were $1,008 $1,023 and $1,118 for the periods ended June 30, 2011, 2010 and 2009, respectively.
Prepaid advertising costs at June 30, 2011 and 2010 totaled $35 and $38, respectively.

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings Per Share (EPS)

Basic EPS represents income available to common stockholders divided by the weighted-average number of common shares outstanding during
the period, inclusive of non-vested share-based payment awards. Diluted EPS reflects additional common shares that would have been outstanding if dilutive potential common shares had been
issued. The non-vested shares of common stock issued to employees and directors are included in the outstanding shares of common stock in calculating basic and diluted EPS.

Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated
regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company's reportable segments are "banking" (including leasing activities) and
"other." The "banking" segment is conducted through the Bank and Mid America Capital and the "other" segment is composed of smaller non-reportable segments, the Company and intersegment
eliminations.

The
management approach is used as the conceptual basis for identifying reportable segments and is based on the way that management organizes the segments within the enterprise for
making

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

operating
decisions, allocating resources, and monitoring performance, which is primarily based on products.

Banking

Other

Total2011Net interest income

$
39,117

$
(1,783
)
$
37,334Provision for losses on loans and leases


(8,616
)




(8,616
)Noninterest income


8,377


497


8,874Intersegment noninterest income


(286
)

26


(260
)Noninterest expense


(35,269
)

(1,875
)

(37,144
)Intersegment noninterest expense





260


260Income (loss) before income taxes

$
3,323

$
(2,875
)
$
448Total assets

$
1,181,285

$
10,036

$
1,191,3212010Net interest income

$
38,540

$
(1,867
)
$
36,673Provision for losses on loans and leases


(2,950
)




(2,950
)Noninterest income


9,694


1,320


11,014Intersegment noninterest income


(148
)

(101
)

(249
)Noninterest expense


(34,461
)

(1,575
)

(36,036
)Intersegment noninterest expense





249


249Income (loss) before income taxes

$
10,675

$
(1,974
)
$
8,701Total assets

$
1,238,075

$
14,940

$
1,253,0152009Net interest income

$
37,085

$
(1,756
)
$
35,329Provision for losses on loans and leases


(1,679
)




(1,679
)Noninterest income


12,260


342


12,602Intersegment noninterest income


(95
)

(148
)

(243
)Noninterest expense


(33,086
)

(1,480
)

(34,566
)Intersegment noninterest expense





243


243Income (loss) before income taxes

$
14,485

$
(2,799
)
$
11,686Total assets

$
1,172,911

$
3,885

$
1,176,796


Stock-based compensation

The Company uses the Black-Scholes option-pricing model and the modified prospective method in which compensation cost is recognized
for all awards granted as well as for the unvested portion of awards outstanding. See Note 16 for more information on stock option and incentive plans.

115

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Self-insurance

The Company has a self-insured health plan for its employees, subject to certain limits. The Bank is named the plan
administrator for this plan and has retained the services of an independent third party administrator to process claims and handle other duties for this plan. The third party administrator does not
assume liability for benefits payable under this plan. To mitigate a portion of the risks involved with a self-insured health plan, the Company has a stop-loss insurance policy
through a commercial insurance carrier for coverage in excess of $65 per individual occurrence.

The
Company assumes the responsibility for funding the plan benefits out of general assets; however, employees cover some of the costs of covered benefits through contributions,
deductibles, co-pays and participation amounts. An employee is eligible for coverage upon completion of 30 calendar days of regular employment. The plan, which is on a calendar year basis,
is intended to comply with, and be governed by, the Employee Retirement Income Security Act of 1974, as amended.

The
accrual estimate for pending and incurred but not reported health claims is based upon a pending claims lag report provided by a third party provider. Although management believes
that it uses the best information available to determine the accrual, unforeseen health claims could result in adjustments and net income being significantly affected if circumstances differ
substantially from the assumptions used in estimating the accrual. Net healthcare costs are inclusive of health claims expenses and administration fees offset by stop loss and employee reimbursement.
The following table is a summary of net healthcare costs by quarter during fiscal years 2011, 2010 and 2009.

2011

2010

2009Quarter ended September 30

$
587

$
748

$
358Quarter ended December 31


483


311


945Quarter ended March 31


451


486


704Quarter ended June 30


461


602


555Net healthcare costs

$
1,982

$
2,147

$
2,562


Interest Rate Contracts and Hedging Activities

The Company uses derivative financial instruments to modify exposures to changes in interest rates and market prices for other
financial instruments. To qualify for and maintain hedge accounting, the Company must meet formal documentation and effectiveness evaluation requirements both at the hedge's inception and on an
ongoing basis. The application of the hedge accounting policy requires strict adherence to documentation and effectiveness testing requirements, judgment in the assessment of hedge effectiveness,
identification of similar hedged item groupings, and measurement of changes in the fair value of hedged items. If in the future derivative financial instruments used by the Company no longer qualify
for hedge accounting, the impact on the consolidated results of operations and reported net income could be significant, as discussed below.

Derivative
instruments are recorded on the Consolidated Statements of Financial Condition as Other assets or Accrued expenses or other liabilities measured at fair value through
adjustments to

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

either
accumulated other comprehensive income within stockholders' equity or within net income. Fair value is defined as the price that would be received to sell a derivative asset or paid to transfer
a derivative liability in an orderly transaction between market participants on the transaction date. Fair value is determined using available market information and appropriate valuation
methodologies.

The
Company discontinues hedge accounting prospectively when (1) it is determined that the derivative is no longer effective in offsetting changes in the cash flows of a hedged
item (including forecasted transactions); (2) the derivative expires or is sold, terminated, or exercised; (3) the derivative is de-designated as a hedge instrument, because
it is unlikely that a forecasted transaction will occur; or (4) management determines that designation of the derivative as a hedge instrument is no longer appropriate.

When
hedge accounting is discontinued because it is probable that a forecasted transaction will not occur, the derivative will continue to be carried on the balance sheet at its fair
value, and gains and losses that were accumulated in other comprehensive income will be recognized immediately in net income. In all other situations in which hedge accounting is discontinued, the
derivative will be carried at its fair value on the balance sheet, with subsequent changes in its fair value recognized in current period net income.

Interest
rate swaps utilized by the Company are typically accounted for as cash flow hedges, including hedging the interest rate risk in the cash flows of long-term,
variable-rate instruments, including subordinated debentures. The Company also has utilized interest rate swaps to hedge the interest rate risk in the cash flows of
variable-rate deposits, accounted for as a cash flow hedge. The cumulative change in fair value of the hedging derivatives, to the extent that it is expected to be offset by the cumulative
change in anticipated interest cash flows from the hedged exposures, are deferred and reported as a component of other comprehensive income ("OCI"). The differential to be paid or received on cash
flow swap agreements is accrued as interest rates change and is recognized in interest expense.

The
Company also enters into interest rate swaps with loan customers to provide a facility to mitigate the fluctuations in the variable rate on the respective loans. These swaps are
matched in exact offsetting terms to interest rate swaps that the Company enters into with an outside third party. The interest rate swaps are reported at fair value in other assets or accrued
expenses and other liabilities. The Company's interest rate swaps qualify as derivatives, but are not designated as hedging instruments.

Further
discussion of the Company's financial derivatives is set forth in Note 9 of the Consolidated Financial Statements.

Recent Accounting Pronouncements

On June 12, 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets" (ASC Topic 860).
This updated guidance removed the concept of a qualifying special-purpose entity and removed the exception from applying consolidation guidance to these entities. This update also clarified the
requirements for isolation and limitations on portions of financial assets that are eligible

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

for
sale accounting. ASC Topic 860 is reportable for interim and annual reports and effective for the Company on reporting periods beginning July 1, 2010. The Company adopted this
guidance effective in the first quarter of fiscal 2011 and the adoption did not have a material effect on the Company's consolidated financial condition, results of operations or cash flow.

In
April 2010, the FASB issued ASU No. 2010-18,"Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset". As a result of
this update, modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of
those loans would
otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows
for the pool change. The Company adopted this update effective in the first quarter of fiscal 2011 and the adoption did not have a material effect on the Company's consolidated financial condition,
results of operations or cash flow.

In
July 2010, FASB issued ASU 2010-20, "Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses" (ASC Topic 310). This
guidance required significant new disclosures about the allowance for credit losses and the credit quality of financing receivables. The requirements are intended to enhance transparency regarding
credit losses and the credit quality of loan and lease receivables. Under this statement, allowance for credit losses and fair value are to be disclosed by portfolio segment, while credit quality
information, impaired financing receivables and nonaccrual status are to be presented by class of financing receivable. Disclosure of the nature and extent, the financial impact and segment
information of restructured loans will also be required. The disclosures are to be presented at the level of disaggregation that management uses when assessing and monitoring the portfolio's risk and
performance. The Company adopted this update effective in the second quarter of fiscal 2011 and the adoption did not have a material effect on the Company's consolidated financial condition, results
of operations or cash flow.

In
January 2011, FASB issued ASU 2011-01, "Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20"
(ASC Topic 310). This guidance modified the effective date of compliance with disclosure requirements related to trouble debt restructure reporting previously indicated in
ASU 2010-20. The new effective date for disclosing the required troubled debt restructuring information is for interim and annual periods ending after June 15, 2011. The
Company adopted this update effective in the fourth quarter of fiscal 2011 and the adoption did not have a material effect on the Company's consolidated financial condition, results of operations or
cash flow.

In
April 2011, FASB issued ASU 2011-02, "A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring" (ASC Topic 310). This update
was needed to provide more guidelines for the implementation of the troubled debt restructuring reporting under ASU 2010-20 and extended under ASU 2011-01 to be
effective for interim and annual periods ending after June 15, 2011. This guidance helps to determine whether a creditor has granted a concession and whether a debtor is experiencing financial
difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring under ASU 2010-20. This guidance was used in the disclosures related to
ASC Topic 310.

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In
May 2011, FASB issued ASU 2011-04 "Fair Value Measurement" (ASC Topic 820). This update provides a global standard for applying fair value measurement and
clarifies three points in
topic 820. First, only non-financial assets should be valued via a determination of their best use. Second, an instrument in shareholder's equity should be measured from the
perspective of an investor or trader who owns that instrument. Third, data will need to be provided and methods disclosed for assets valued in level 3 of the fair value hierarchy. The guidance
is effective for interim and annual periods beginning December 15, 2011 and early adoption is not permitted. The Company does not expect the adoption to have a material effect on the Company's
consolidated financial condition, results of operations or cash flow.

In
June 2011, FASB issued ASU 2011-05 "Comprehensive Income" (ASC Topic 220). This updated requires the presentation of comprehensive income in financial
statements. An entity has the option to present the total comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of
comprehensive income or in two separate but consecutive statements. The guidance is effective for interim and annual periods beginning December 15, 2011 and early adoption is permitted. The
Company anticipates to adopt this update in the second quarter of fiscal 2012 and does not expect the adoption to have a material effect on the Company's consolidated financial condition, results of
operations or cash flow.

During
fiscal 2011, FASB issued several ASUs: ASU No. 2010-20 through ASU No. 2011-07. Except for those ASU's mentioned above, the remaining ASUs
issued entail technical corrections or clarifications to existing guidance or affect guidance related to specialized industries or entities and therefore have minimal, if any, impact on the Company.

Reclassification

Certain balances from June 30, 2010 have been reclassified in the Notes to Consolidated Financial Statements to conform to the
fiscal 2011 presentation.

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 2INVESTMENTS IN SECURITIES

The amortized cost and fair value of investments in securities, all of which are classified as available for sale according to management's intent, are as follows:

June 30, 2011Amortized
Cost

Total Other-Than
Temporary
Impairment
Recognized in
Accumulated Other
Comprehensive Income

Adjusted
Carrying
Cost

Gross
Unrealized
Gains

Gross
Unrealized
(Losses)

Fair
ValueDebt securities:U.S. government agencies

$
3,015

$


$
3,015

$
11

$
(1
)
$
3,025Municipal bonds


10,851





10,851


320


(7
)

11,16413,866





13,866


331


(8
)

14,189Equity securities:FNMA


8


(8
)










Federal Ag Mortgage


7





7








7Other investments


253





253








253268


(8
)

260








260Agency residential mortgage-backed securities


217,979





217,979


2,650


(218
)

220,411$
232,113

$
(8
)
$
232,105

$
2,981

$
(226
)
$
234,860


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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 2INVESTMENTS IN SECURITIES (Continued)



June 30, 2010Amortized
Cost

Total Other-Than
Temporary
Impairment
Recognized in
Accumulated Other
Comprehensive Income

Adjusted
Carrying
Cost

Gross
Unrealized
Gains

Gross
Unrealized
(Losses)

Fair
ValueDebt securities:U.S. government agencies

$
4,551

$


$
4,551

$
25

$


$
4,576Municipal bonds


13,820





13,820


435


(31
)

14,224Trust preferred securities


12,337


(3,080
)

9,257





(5,355
)

3,90230,708


(3,080
)

27,628


460


(5,386
)

22,702Equity securities:FNMA


8


(8
)










Federal Ag Mortgage


7





7





(1
)

6Other investments


253





253








253268


(8
)

260





(1
)

259Agency residential mortgage-backed securities


237,513





237,513


4,322


(354
)

241,481$
268,489

$
(3,088
)
$
265,401

$
4,782

$
(5,741
)
$
264,442


Management
has a process to identify securities that could potentially have a credit impairment that is other-than-temporary. This process involves evaluating the
length of time and extent to which the fair value has been less than the amortized cost basis, reviewing available information regarding the financial position of the issuer, monitoring the rating of
the security, and projecting cash flows. Management also determines if it is more likely than not we will be required to sell the security before the recovery of its amortized cost which, in some
cases, may extend to maturity. To the extent we determine that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.

For
all securities that are considered temporarily impaired, the Company does not intend to sell these securities (has not made a decision to sell) and it is not more likely than not
that the Company will be required to sell the security before recovery of its amortized cost, which may occur at maturity. The Company believes that it will collect all principal and interest due on
all investments that have amortized cost in excess of fair value that are considered only temporarily impaired.

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 2INVESTMENTS IN SECURITIES (Continued)

The following tables present the age of gross unrealized losses and fair value by investment category.

June 30, 2011Less than 12 Months

12 Months or More

TotalFair
Value

Gross
Unrealized
(Losses)

Fair
Value

Gross
Unrealized
(Losses)

Fair
Value

Gross
Unrealized
(Losses)Debt securities:U.S. government agencies

$
1,996

$
(1
)
$


$


$
1,996

$
(1
)Municipal bonds


862


(2
)

255


(5
)

1,117


(7
)2,858


(3
)

255


(5
)

3,113


(8
)Agency residential mortgage-backed securities


47,725


(216
)

159


(2
)

47,884


(218
)$
50,583

$
(219
)
$
414

$
(7
)
$
50,997

$
(226
)




June 30, 2010Less than 12 Months

12 Months or More

TotalFair
Value

Gross
Unrealized
(Losses)

Fair
Value

Gross
Unrealized
(Losses)

Fair
Value

Gross
Unrealized
(Losses)Debt securities:Municipal bonds

$
863

$
(2
)
$
1,768

$
(29
)
$
2,631

$
(31
)Trust preferred securities








3,902


(5,355
)

3,902


(5,355
)863


(2
)

5,670


(5,384
)

6,533


(5,386
)Federal Ag Mortgage


9


(1
)







9


(1
)Agency residential mortgage-backed securities


67,361


(347
)

374


(7
)

67,735


(354
)$
68,233

$
(350
)
$
6,044

$
(5,391
)
$
74,277

$
(5,741
)


The
unrealized losses reported for U.S. government agencies relate to two securities issued by the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Bank ("FHLB").
The unrealized losses are primarily attributed to changes in credit spreads or market interest rate increases since the securities were originally acquired, rather than due to credit or other causes.
Management does not believe any individual unrealized losses as of June 30, 2011, represent an other-than-temporary impairment for these investments. The Company does not have the intent to
sell these securities (has not made a decision to sell) and has assessed that it is not more likely than not that the Company will be required to sell these securities before anticipated recovery of
fair value.

The
unrealized losses reported for municipal bonds relate to six municipal general obligation or revenue bonds. The unrealized losses are primarily attributed to changes in credit
spreads or market

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 2INVESTMENTS IN SECURITIES (Continued)

interest
rate increases since the securities were originally acquired, rather than due to credit or other causes. Management does not believe any individual unrealized losses as of June 30,
2011, represent an other-than-temporary impairment for these investments. The Company does not have the intent to sell these securities (has not made a decision to sell) and
has assessed that it is not more likely than not that the Company will be required to sell these securities before anticipated recovery of fair value.

The
unrealized losses reported for agency residential mortgage-backed securities relate to 23 securities issued by FNMA, the Government National Mortgage Association ("GNMA"), or
the Federal Home Loan Mortgage Corporation ("FHLMC"). These unrealized losses are primarily attributable to changes in interest rates and the contractual cash flows of those investments which are
guaranteed by an agency of the U.S. government. Management does not believe any of these unrealized losses as of June 30, 2011, represent an other-than-temporary
impairment for those investments. The Company does not have the intent to sell these securities (has not made a decision to sell) and has assessed that it is not more likely than not that the Company
will be required to sell these securities before anticipated recovery of fair value.

During
the fourth quarter of fiscal 2011, the Company sold the six pooled trust preferred securities which were attributed to the unrealized losses recorded at June 30, 2010.
Rating downgrades regarding those investments had occurred placing each in a below investment grade rating in 2009. The securities had an amortized cost of $6,931 rated Ca and $1,271 rated C at
March 31, 2011. The market for these securities remained inactive. The Company performed assessments of available information for each security during fiscal year 2011, and also considered
factors such as overall deal structure and its position within the structure, quality of underlying issuers within each pool, defaults and recoveries, loss severities and prepayments. Based upon
scenarios developed in regard to this information, management compared the present value of best estimates of cash flows expected to be collected from each security at the security's effective
interest rate to the amortized cost basis of each security. Management utilized the security's original discount margin at the time of purchase based upon the purchase price. The discount margin was
then added to the appropriate 3-Month LIBOR spot rate obtained from the forward LIBOR curve used to project future principal and interest payments. For the fixed rate security, management
utilized the security's effective interest rate. The difference between the present value of cash flows and the amortized cost basis was recorded as credit loss impairment and recognized in net income
in the amount of $549 in fiscal year 2011. The amortized cost basis was reduced by the amount of credit loss. In May 2011, the Company received an unsolicited bid from a third party for all six pooled
trust preferred securities. Management carefully examined the bid prices provided for the securities, and through further market research noticed recent additional transactional activity for these
classes of securities demonstrating some strengthening in market prices, although remaining a relatively inactive market historically. Management was not required by any regulatory body to sell the
securities. The Company subsequently sought additional bids from the marketplace in June 2011, which improved upon the initial unsolicited bid prices, and completed the sale transactions prior to
quarter end. The sales produced an after-tax charge of $3,905 to net income. Because the Company had previously established valuation adjustments of $3,347 for these securities on the
balance sheet, the impact of the sale transactions to comprehensive income was minimal.

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 2INVESTMENTS IN SECURITIES (Continued)

The
following table presents the amounts recognized in the Consolidated Statements of Income for other-than-temporary impairments charged to net income:

Year Ended
June 30, 2011Beginning balance of credit losses on securities held as of July 1, 2010 for which a portion of other-than-temporary impairment was recognized in
other comprehensive income(1)

$
3,088Credit losses for which an other-than-temporary impairment was not previously recognized


Increases to the amount related to the credit losses for which other-than-temporary was previously recognized


549Sale of securities which previously had recorded a credit loss for other-than-temporary impairment


(3,629
)Ending balance of credit losses on securities held as of June 30, 2011 for which a portion of other-than-temporary impairment was recognized in
other comprehensive income(1)

$
8


(1)Includes
$8 of other-than-temporary impairment related to Fannie Mae common stock


The
amortized cost and fair value of debt securities as of June 30, 2011, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities
because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized
Cost

Fair
ValueDue in one year or less

$
1,780

$
1,788Due after one year through five years


6,919


7,063Due after five years through ten years


3,968


4,129Due after ten years


1,199


1,20913,866


14,189Agency residential mortgage-backed securities


217,979


220,411$
231,845

$
234,600


Equity
securities have been excluded from the maturity table above because they do not have contractual maturities associated with debt securities.

Proceeds
from the sale of securities available for sale in fiscal 2011 were $84,276 and resulted in gross gains and gross losses of $2,698 and $6,300, respectively. Proceeds from the
sale of securities available for sale in fiscal 2010 were $60,961 and resulted in gross gains and gross losses of $1,969 and

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HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 2INVESTMENTS IN SECURITIES (Continued)

$116,
respectively. Proceeds from the sale of securities available for sale in fiscal 2009 were $57,246 and resulted in gross gains and gross losses of $952 and $48, respectively.

At
June 30, 2011, and 2010, securities with a fair value of $229,025 and $245,341, respectively, were pledged as collateral for public deposits, borrowing and other purposes.

NOTE 3LOANS AND LEASES RECEIVABLE

Loans and leases receivable by classes within portfolio segments at June 30, 2011, and 2010, consist of the following:

2011

2010Residential:One-to four-family

$
58,122


72,853Construction


4,199


4,112Commercial:Commercial business


104,900


104,576Equipment finance leases


6,233


10,549Commercial real estate:Commercial real estate


225,749


227,874Multi-family real estate


49,682


50,538Construction


20,996


28,631Agricultural:Agricultural business


139,169


154,860Agricultural real estate


112,911


118,956Consumer:Consumer direct


20,120


22,201Consumer home equity


94,037


97,031Consumer overdraft & reserve


3,426


3,596Consumer indirect


2,123


8,127Total

$
841,667

$
903,904Add (less)Undisbursed portion of loans in process


(15,600
)

(30,973
)Deferred loan fees and unamortized discounts and premiums, net


(574
)

(652
)Allowance for loan and lease losses


(14,315
)

(9,575
)$
811,178

$
862,704


Loans
held for sale totaling $11,991 at June 30, 2011, consist of $11,083 of one-to-four family fixed-rate loans and $908 of student loans.
Loans held for sale totaling $25,287 at June 30, 2010, consist of $20,394 of one-to-four family fixed-rate loans and $4,893 of student loans.

125

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 3LOANS AND LEASES RECEIVABLE (Continued)

On June 30, 2011, $92,229 of commercial and agricultural operating loans were pledged to secure potential discount window borrowings from the Federal Reserve Bank. Additionally,
$511,874 of one-to- four family, commercial and agricultural real estate loans were pledged to secure potential borrowings from the Federal Home Loan Bank. See Note 7 of
"Advances from Federal Home Loan Bank and Other Borrowings," for information on the advance equivalents related to the loans pledged.

Activity
in the allowance for loan losses included in continuing operations is summarized as follows for the fiscal years ended June 30:

2011

2010

2009Balance, beginning

$
9,575

$
8,470

$
5,933Provision charged to income


8,616


2,950


1,679Charge-offs


(4,216
)

(2,009
)

(1,569
)Recoveries


340


164


2,427Balance, ending

$
14,315

$
9,575

$
8,470


The
following tables summarize the activity in the allowance for credit losses by portfolio segment and the related statement balances at or for the fiscal year ended June 30,
2011:

Residential

Commercial

Commercial
Real Estate

Agricultural

Consumer

TotalAllowance for Credit Losses:Balance at beginning of period

$
216

$
2,558

$
1,885

$
3,633

$
1,283

$
9,575Charge-offs


(53
)

(1,057
)

(69
)

(1,885
)

(1,152
)

(4,216
)Recoveries


1


150





2


187


340Provisions


169


(187
)

(133
)

7,516


1,251


8,616Balance at end of period

$
333

$
1,464

$
1,683

$
9,266

$
1,569

$
14,315Individually evaluated for impairment

$
28

$
127

$
272

$
6,177

$
34

$
6,638Collectively evaluated for impairment


305


1,337


1,411


3,089


1,535


7,677Balance at end of period

$
333

$
1,464

$
1,683

$
9,266

$
1,569

$
14,315Financing Receivables:Ending Balance:

$
62,321

$
111,133

$
296,427

$
252,080

$
119,706

$
841,667Individually evaluated for impairment

$
338

$
659

$
784

$
28,997

$
178

$
30,956Collectively evaluated for impairment


61,983


110,474


295,643


223,083


119,528


810,711Balance at end of period

$
62,321

$
111,133

$
296,427

$
252,080

$
119,706

$
841,667


126

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 3LOANS AND LEASES RECEIVABLE (Continued)

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt
such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. For loans other than residential and
consumer, the Company analyzes loans individually, by classifying the loans as to credit risk. This analysis includes non-term loans, regardless of balance and term loans with an
outstanding balance greater than $100,000. Each loan is reviewed annually, at a minimum. Specific events applicable to the loan may trigger an additional review prior to its scheduled review, if such
event is determined to possibly modify the risk
classification. The summary of the analysis for the portfolio is calculated on a monthly basis. The Company uses the following definitions for risk ratings:

PassLoans classified as pass represent loans that are evaluated and are performing under the stated terms. Pass rated assets are analyzed by the pay
capacity, the current net worth, and the value of the loan collateral of the obligor.

Special WatchLoans classified as special watch possess potential weaknesses that require management attention, but do not yet warrant adverse
classification. While the status of a loan put on this list may not technically trigger their classification as Substandard or Doubtful, it is considered a proactive way to identify potential issues
and address them before the situation deteriorates further and does result in a loss for the Company.

SubstandardLoans classified as substandard are inadequately protected by the current net worth, paying capacity of the obligor, or by the collateral
pledged. Substandard loans must have a well-defined weakness or weaknesses that jeopardize the repayment of the debt as originally contracted. They are characterized by the distinct
possibility that the Company will sustain a loss if the deficiencies are not corrected.

DoubtfulLoans classified as doubtful have the weaknesses of those classified as Substandard, with the added characteristic that the weaknesses make
collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans that fall into this class are deemed collateral dependent
and an individual impairment analysis is performed on all relationships. Loans in this category are allocated a specific reserve if the estimated discounted cash flows from the loan (or collateral
value less cost to sell for collateral dependent loans) does not support the outstanding loan balance or charged off if deemed uncollectible.

127

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 3LOANS AND LEASES RECEIVABLE (Continued)

The
following tables summarize the credit quality indicators used to determine the credit quality by class within the portfolio segments at June 30, 2011:

Credit risk profile by internally assigned gradeCommercial, Equipment Finance Leases, Commercial Real Estate and Agricultural

Pass

Special Watch

Substandard

DoubtfulCommercial business

$
94,475

$
1,344

$
8,422

$
659Equipment finance leases


5,928


134


111


60Commercial real estate


217,069


4,437


3,459


784Multi-family real estate


48,650





1,032


Construction


20,996








Agricultural business


102,356


20,435


3,673


12,705Agricultural real estate


76,622


18,638


3,915


13,736$
566,096

$
44,988

$
20,612

$
27,944


Credit risk profile based on payment activityResidential and Consumer

Performing

NonperformingOne-to four- family

$
56,143

$
1,979Construction


4,199


Consumer direct


20,066


54Consumer home equity


93,586


451Consumer OD & reserves


3,426


Consumer indirect


2,081


42$
179,501

$
2,526


128

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 3LOANS AND LEASES RECEIVABLE (Continued)

The
following table summarizes the aging of the past due financing receivables by classes within the portfolio segments and related accruing and nonaccruing balances at June 30,
2011:

30 - 59 Days
Past Due

60 - 89 Days
Past Due

Greater Than
89 Days

Total
Past Due

Total
Financing
Receivables

Recorded
Investment >
90 Days and
Accruing

Nonaccrual
BalanceResidential:One-to four-family

$
6

$
137

$
1,949

$
2,092

$
58,122

$
113

$
1,866Construction














4,199





Commercial:Commercial business


875





736


1,611


104,900


214


687Equipment finance leases


14





126


140


6,233





126Commercial real estate:Commercial real estate


1,696


154


801


2,651


225,749


56


784Multi-family real estate














49,682





Construction














20,996





Agricultural:Agricultural business


246


806


8,012


9,064


139,169


3,855


12,839Agricultural real estate


1,326


902


4,339


6,567


112,911


1,399


14,001Consumer:Consumer direct


32


3


54


89


20,120





54Consumer home equity


429


10


450


889


94,037





451Consumer OD & reserve


8


1





9


3,426





Consumer indirect


25


2


37


64


2,123


6


36Total

$
4,657

$
2,015

$
16,504

$
23,176

$
841,667

$
5,643

$
30,844


129

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 3LOANS AND LEASES RECEIVABLE (Continued)

At
June 30, 2011, the Bank has identified $30,956 of loans as impaired which includes performing troubled debt restructurings. A loan is identified as impaired when, based on
current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement and thus are placed on
non-accrual status. Interest income on impaired loans is recognized on a cash basis. The average carrying amount is calculated for each quarter by using the daily average balance, which is
then averaged with the other quarters' averages to determine an annual average balance.

The
following table summarizes impaired loans by class of loans and the specific valuation allowance and interest income related to each at or for the fiscal year ended June 30,
2011:

Recorded
Investment

Unpaid
Principal
Balance(1)

Related
Allowance

Average
Recorded
Investment

Interest
Income
RecognizedWith no related allowance recorded:Commercial business

$
440

$
540

$


$
540

$
2Commercial real estate


145


145





145


Consumer direct


55


54





54


Agricultural business


397


816





816


1Agricultural real estate


1,130


1,130





1,268


2,167


2,685





2,823


3With an allowance recorded:One-to four-family


338


338


28


338


4Commercial business


219


439


127


439


Commercial real estate


639


639


272


634


Consumer direct


123


123


34


123


2Agricultural business


14,478


14,478


4,967


14,505


34Agricultural real estate


12,992


12,992


1,210


13,039


1228,789


29,009


6,638


29,078


52Total:One-to four-family


338


338


28


338


4Commercial business


659


979


127


979


2Commercial real estate


784


784


272


779


Consumer direct


178


177


34


177


2Agricultural business


14,875


15,294


4,967


15,321


35Agricultural real estate


14,122


14,122


1,210


14,307


12$
30,956

$
31,694

$
6,638

$
31,901

$
55


(1)Represents
the borrower's loan obligation, gross of any previously charged-off amounts.


No
additional funds are committed to be advanced in connection with impaired loans.

130

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 3LOANS AND LEASES RECEIVABLE (Continued)

Modifications of terms for our loans and their inclusion as troubled debt restructurings are based on individual facts and circumstances. Loan modifications that are included as troubled
debt restructurings may involve reduction of the interest rate or renewing at an interest rate below current market rates, extension of the term of the loan and/or forgiveness of principal, regardless
of the period of the modification. Generally, we will allow interest rate reductions for a period of less than two years after which the loan reverts back to the contractual interest rate. Each of the
loans included as troubled debt restructurings at June 30, 2011, had interest rate modifications from 6 months to 2 years before reverting back to the original interest rate or
had extended repayment terms with increased interest rates. All of the loans were modified due to financial stress of the borrower.

The
following is a summary of our performing troubled debt restructurings which are in-compliance with their modified terms at June 30, 2011:

Number of Contracts

Pre-Modification Recorded Balance(1)

June 30, 2011 Recorded Balance(1)Troubled Debt RestructuringOne-to four-family


2

$
41

$
41Consumer direct


3


366


358Agricultural(2)


9


15,423


13,15114

$
15,830

$
13,550


(1)This
is the amount of outstanding balance recorded less any specific valuation designated for the restructured loan.(2)Includes
six contracts, which are in compliance with their restructure terms, that are not accruing interest and have a recorded investment balance of
$10,856 at June 30, 2011.


Excluded
from above, the Company currently has one commercial business loan with a recorded balance of $75 at June 30, 2011, which is not in compliance with its
restructured terms and is in nonaccrual status. It was in nonaccrual status at the time of the original restructuring. Loans can retain their accrual status at the time of their modification if the
restructuring is not a result of terminated loan payments. For nonaccruing loans, a minimum of six months of performance related to the restructured terms are required before a loan is returned to
accruing status.

The
Company has granted loans to directors, executive officers or related interests in the normal course of business. These loans were made on substantially the same terms, including
rates and collateral, as those prevailing at the time for comparable transactions with other unrelated customers, and do not involve more than a normal risk of collection. The aggregate amount of
loans to such related parties was approximately $2,417 and $2,877 at June 30, 2011, and 2010, respectively.

131

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 4LOAN SERVICING

Mortgage loans serviced for others (primarily the South Dakota Housing Development Authority) are not included in the accompanying consolidated statements of financial condition.

2011

2010

2009Balance, beginning

$
12,733

$
11,768

$
11,189Additions


2,219


2,477


1,920Amortization


(2,000
)

(1,512
)

(1,341
)Balance, ending

$
12,952

$
12,733

$
11,768Servicing fees received

$
3,576

$
3,554

$
3,641Balance of loans serviced at:Beginning of period


1,138,793


1,046,600


994,065End of period


1,199,059


1,138,793


1,046,600


Custodial
balances maintained in connection with mortgage loan servicing, and included in advances by borrowers for taxes and insurance, were approximately $10,498 and
$10,388, at June 30, 2011, and 2010, respectively.

The
fair values of these rights were $15,396 and $17,022, at June 30, 2011, and 2010, respectively. The fair values of the servicing rights were estimated as the present value of
the expected future cash flows using a discount rate of 9% at June 30, 2011, and 2010, respectively. Prepayment speeds calculated at June 30, 2011 and June 30, 2010 were 10.3% and
8.0%, respectively, which are used in the calculation of the amortization expense for the subsequent quarter. Prepayment speeds are analyzed and adjusted each quarter.

No
valuation allowances were provided for servicing rights capitalized during the fiscal years ended June 30, 2011, and 2010.

NOTE 5OFFICE PROPERTIES AND EQUIPMENT

2011

2010Land

$
3,066

$
2,345Buildings and improvements


18,839


18,588Leasehold improvements


2,864


2,750Furniture, fixtures, equipment and automobile


19,942


19,14044,711


42,823Less accumulated depreciation and amortization


(29,742
)

(27,850
)$
14,969

$
14,973


The
Company leases office equipment, which require minimum rentals totaling $17 through May 2013. The Company incurred rent expense of $1,140, $973 and $858, for fiscal years
2011, 2010 and 2009, respectively. In addition, the Company has leased property under various operating lease

132

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 5OFFICE PROPERTIES AND EQUIPMENT (Continued)

agreements,
which expire at various times. The total rental commitments at June 30, 2011, under the leases are as follows:

2012

$
1,1062013


1,0072014


9282015


8492016


647Thereafter


3,329$
7,866


NOTE 6DEPOSITS

Deposits at June 30, 2011, and 2010 consist of the following:

2011

2010Noninterest bearing checking accounts

$
132,389

$
117,139Interest bearing accounts


113,367


100,231Money market accounts


197,624


189,821Savings accounts


84,449


83,136In-market certificates of deposit


349,606


401,033Out-of-market certificates of deposit


15,722


22,904$
893,157

$
914,264


Scheduled
maturities of certificates of deposit are as follows:

Amount

Weighted
Average RateMaturing in fiscal year:2012

$
267,902


1.65
%2013


49,138


1.91
%2014


22,752


2.31
%2015


15,298


2.76
%2016


8,942


2.30
%Thereafter


1,296


2.72
%$
365,328


1.79
%


As
a result of the Dodd-Frank Act, all deposit accounts are permanently insured up to $250 by the Deposit Insurance Fund (DIF) under management of the Federal Deposit
Insurance Corporation (FDIC). Prior to enactment of the legislation in 2010, only IRA deposit accounts were permanently insured up to $250 and the coverage of $250 for all other deposit accounts was
temporary until December 2013. The aggregate amount of jumbo certificates of deposit with a minimum denomination

133

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 6DEPOSITS (Continued)

of
$100 was approximately $185,318 and $212,270 at June 30, 2011, and 2010, respectively. Deposits at June 30, 2011, and 2010 include $96,531 and $89,408, respectively, of deposits from
one local governmental entity, the majority of which are savings accounts.

The
Company has deposits from directors, executive officers or related interests in the normal course of business. These deposits are substantially at the same terms and rates for
comparable transactions with other unrelated customers. The aggregate amount of deposits from such related parties was approximately $952 and $624 at June 30, 2011, and 2010.

NOTE 7ADVANCES FROM FEDERAL HOME LOAN BANK AND OTHER BORROWINGS

Advances from the Federal Home Loan Bank of Des Moines (FHLB) and other borrowings at June 30, 2011, and 2010, are summarized as follows:

2011

2010Overnight federal funds purchased

$


$
21,405Fixed-rate advances (with rates ranging from 2.00% to 4.21%)


147,100


169,100Other borrowings(1)(2)


295


214$
147,395

$
190,719


(1)The
Company has an available line of credit with United Bankers' Bank for liquidity needs of $4,000 with no funds advanced at June 30, 2011. The
Company has pledged 100% of bank stock as collateral for this line of credit.(2)The
Bank is a participating lender in the South Dakota Housing Development Authority program for flood victims in the north-eastern part of the state of
South Dakota, as of May 2007. The money is provided to the Bank at a zero percent interest rate to be used in making loans to such flood victims. This is a revolving line of credit, in which the
participating lender may borrow, prepay and re-borrow for a term of 10 years. The outstanding balances at June 30, 2011, and 2010 were $295 and $214, respectively.


134

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 7ADVANCES FROM FEDERAL HOME LOAN BANK AND OTHER BORROWINGS (Continued)




Aggregate
maturities of advances from FHLB and other borrowings, computed based upon contractual maturity date, are as follows:

Amount

Weighted
Average RateMaturing in fiscal year:2012

$
5,000


3.37
%2013


29,300


2.92
%2014


36,800


3.09
%2015


19,500


3.47
%2016


3,000


2.04
%Thereafter


53,795


3.45
%$
147,395


3.23
%


Prepayment
of convertible, or callable, advances results in a prepayment fee as negotiated between the Bank and the FHLB. Convertible advances without a strike rate are subject to be
called at the FHLB's discretion. Convertible advances tied to LIBOR strike rates may only be called if the three-month LIBOR rate is equal to or greater than the indicated strike rate.

Advances
with the FHLB are secured by stock in the FHLB, which is comprised of membership stock and activity-based stock. The membership stock requirement is based on a percentage of
total assets as
of the preceding December 31. At June 30, 2011, and 2010, the Bank held $1,469 and $1,407, respectively, in membership stock. The activity-based stock requirement is based on 4.45% of
advances outstanding. At June 30, 2011, and 2010, the Bank held $6,596 and $8,927, respectively, in activity-based stock.

In
addition, advances with the FHLB are secured by one-to-four family first mortgage loans, multi-family first mortgage loans and investment securities. In order
to provide additional borrowing collateral, commercial real estate first mortgage loans, agricultural real estate first mortgage loans, home equity line of credit loans and home equity second mortgage
loans have also been pledged with the FHLB. At June 30, 2011, the Bank had total collateral with the FHLB of $289,992 of which $142,892 was available for additional borrowing. At
June 30, 2010, the Bank had total collateral with the FHLB of $239,671 of which $49,166 was available for additional borrowing.

Advances
with the Federal Reserve Bank are secured by commercial business loans. At June 30, 2011, the Bank had total collateral with the Federal Reserve Bank of $59,465 of which
$59,465 was available for borrowing.

The
Bank currently has a $15,000 unsecured line of federal funds with First Tennessee Bank, NA, which did not have an outstanding balance at June 30, 2011 and 2010. The line was
advanced upon during the past 12 months for contingent funding testing purposes.

135

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 7ADVANCES FROM FEDERAL HOME LOAN BANK AND OTHER BORROWINGS (Continued)

The
Bank currently has a $20,000 unsecured line of federal funds with Zions Bank, which did not have an outstanding balance at June 30, 2011 and 2010. The line was advanced upon
during the past 12 months for contingent funding testing purposes.

The
Company has a line of credit for $4,000 with United Bankers' Bank for liquidity needs, which was renewed and amended on October 1, 2010 to reduce the line of credit from
$6,000 to $4,000. At June 30, 2011, there are no outstanding advances under this Loan Agreement and the note has a maturity of October 1, 2011. In connection with entering into the Loan
Agreement, the Company also entered into a Commercial Pledge Agreement with the Lender, granting the Lender a first security interest in 100% of the stock of the Bank. The Loan Agreement contains
customary events of default and affirmative covenants with which the Company and Bank were in compliance at June 30, 2011.

NOTE 8SUBORDINATED DEBENTURES PAYABLE TO TRUSTS

On December 19, 2002, the Company issued 5,000 shares totaling $5,000 of Company Obligated Mandatorily Redeemable Preferred Securities of Trust III. Trust III
was established and exists for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of the Company. These subordinated debentures constitute the
sole asset of Trust III. The securities provide for cumulative cash distributions calculated at a rate based on three-month LIBOR plus 3.35% adjusted quarterly. The Company may, at one or more
times, defer interest payments on the capital securities for up to 20 consecutive quarterly periods, but not beyond January 7, 2033. At the end of the deferral period, all accumulated and
unpaid distributions must be paid. The capital securities must be redeemed on January 7, 2033; however, the Company has the option to shorten the maturity date as the call option date has
passed. Holders of the capital securities have no voting rights, are unsecured, and rank junior in priority of the payment to all of the Company's indebtedness and senior to the Company's capital
stock.

On
September 25, 2003, the Company issued 7,000 shares totaling $7,000 of Company Obligated Mandatorily Redeemable Preferred Securities of Trust IV. Trust IV
was established and exists for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of the Company. These subordinated debentures constitute the
sole asset of Trust IV. The securities provide for cumulative cash distributions calculated at a rate based on three-month LIBOR plus 3.10% adjusted quarterly. The Company may, at one or more
times, defer interest payments on the capital securities for up to 20 consecutive quarterly periods, but not beyond October 8, 2033. At the end of the deferral period, all accumulated and
unpaid distributions must be paid. The capital securities must be redeemed on October 8, 2033; however, the Company has the option to shorten the maturity date as the call option date has
passed. Holders of the capital securities have no voting rights, are unsecured, and rank junior in priority of the payment to all of the Company's indebtedness and senior to the Company's capital
stock.

On
December 7, 2006, the Company issued 10,000 shares totaling $10,000 of Company Obligated Mandatorily Redeemable Preferred Securities of Trust V. Trust V
was established and exists for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of

136

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 8SUBORDINATED DEBENTURES PAYABLE TO TRUSTS (Continued)

the
Company. These subordinated debentures constitute the sole asset of Trust V. The securities provide for cumulative cash distributions calculated at a rate based on three-month LIBOR plus
1.83%, fixed for five years at 6.61%; thereafter, adjusted quarterly. The Company may, at one or more times, defer interest payments on the capital securities for up to 20 consecutive quarterly
periods, but not beyond March 1, 2037. At the end of the deferral period, all accumulated and unpaid distributions must be paid. The capital securities must be redeemed on March 1, 2037;
however, the Company has the option to shorten the maturity date to a date not earlier than March 1, 2012. Holders of the capital securities have no voting rights, are unsecured, and rank
junior in priority of the payment to all of the Company's indebtedness and senior to the Company's capital stock.

On
July 5, 2007, the Company issued 5,000 shares totaling $5,000 of Company Obligated Mandatorily Redeemable Preferred Securities of Trust VI. Trust VI was
established and exists for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of the Company. These subordinated debentures constitute the
sole asset of Trust VI. The securities provide for cumulative cash distributions calculated at a rate based on three- month LIBOR plus 1.65% adjusted quarterly. The Company may, at one or more
times, defer interest payments on the capital securities for up to 20 consecutive quarterly periods, but not beyond October 1, 2037. At the end of the deferral period, all accumulated and
unpaid distributions must be paid. The capital securities must be redeemed on October 1, 2037; however, the Company has the option to shorten the maturity date to a date not earlier than
October 1, 2012. Holders of the capital securities have no voting rights, are unsecured, and rank junior in priority of the payment to all of the Company's indebtedness and senior to the
Company's capital stock.

NOTE 9INTEREST RATE CONTRACTS

Interest rate swap contracts are entered into primarily as an asset/liability management strategy of the Company to modify interest rate risk. The primary risk associated with all swaps
is the exposure to movements in interest rates and the ability of the counterparties to meet the terms of the contract. The Company is exposed to losses if the counterparty fails to make its payments
under a contract in which the Company is in a receiving status. The Company minimizes its risk by monitoring the credit standing of the counterparties. The Company anticipates the counterparties will
be able to fully satisfy its obligations under the remaining agreements. These contracts are typically designated as cash flow hedges.

During
the first quarter of fiscal 2008, the Company entered into an interest rate swap agreement with a $5,000 notional amount to convert the variable-rate Trust
Preferred VI security into a fixed-rate instrument for a term of five years at a fixed rate of 6.69%. The fair value of the derivative was an unrealized loss of $352 and $514 at
June 30, 2011, and 2010, respectively. During the second quarter of fiscal 2010, the Company entered into a forward-starting interest rate swap agreement, which will replace the existing swap
agreement upon its expiration. The $5,000 notional amount fixed-rate instrument has a term of five years at a fixed rate of 5.95%, effective October 1, 2012. The fair value of the
derivative was an unrealized loss of $325 and $234 at June 30, 2011, and 2010, respectively.

137

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 9INTEREST RATE CONTRACTS (Continued)

During
the second quarter of fiscal 2010, the Company entered into a forward-starting interest rate swap agreement effective for the third quarter of fiscal 2011 with a $7,000 notional
amount to convert the variable-rate Trust Preferred IV security into a fixed-rate instrument for a term of three years at a fixed rate of 5.93%. The fair value of the
derivative was an unrealized loss of $385 and $381 at June 30, 2011, and 2010, respectively.

During
the first quarter of fiscal 2009, the Company entered into an interest rate swap agreement with a $3,000 notional amount to convert a portion of the variable-rate
Trust Preferred III security into a fixed-rate instrument for a term of three years at a fixed rate of 6.70%. The Company also entered into an interest rate swap agreement with a
$2,000 notional amount to convert the remaining portion of variable-rate Trust Preferred III security into a fixed-rate instrument for a term of four years at a fixed
rate of 6.91%. The fair value of the $3,000 notional derivative was an unrealized loss of $47 and $121 at June 30, 2011, and 2010, respectively. The fair value of the $2,000 notional derivative
was an unrealized loss of $96 and $131 at June 30, 2011, and 2010, respectively. During the fourth quarter of fiscal 2010, the Company entered into two forward-starting interest rate swap
agreements, which will replace the existing swap agreements upon their expiration. The $3,000 notional amount fixed-rate instrument has a term of four years at a fixed rate of 6.58%,
effective October 7, 2011. The $2,000 notional amount fixed-rate instrument has a term of two years at a fixed rate of 6.58%, effective October 9, 2012. The fair values of
the $3,000 and $2,000 notional amount derivatives were unrealized losses of $172 and $58, respectively, at June 30, 2011, and unrealized losses of $82 and $23, respectively, at June 30,
2010.

During
the second quarter of fiscal 2010, the Company entered into a forward-starting interest rate swap agreement with a $10,000 notional amount to convert the variable-rate
Trust Preferred V security into a fixed-rate instrument. The $10,000 notional amount fixed-rate instrument has a term of five years at a fixed rate of 5.68%, effective
December 1, 2011. The fair value of the derivative was an unrealized loss of $757 and $471 at June 30, 2011 and 2010, respectively.

During
the fourth quarter of fiscal 2010, the Bank entered into five forward-starting interest rate swap agreements with notional amounts totaling $35,000 to convert the
variable-rate attributes of deposits into fixed-rate instruments. The $3,000 notional amount fixed-rate instrument has a term of four years at a fixed rate of
2.20%, and became effective November 18, 2010. The $7,000 notional amount fixed-rate instrument has a term of 30 months at a fixed rate of 2.09%, and became effective
March 7, 2011. The $10,000 notional amount fixed-rate instrument has a term of 42 months at a fixed rate of 2.44%, and became effective May 10, 2011. The $10,000
notional amount fixed-rate instrument has a term of three years at a fixed rate of 2.56%, and became effective April 21, 2011. The $5,000 notional amount fixed-rate
instrument has a term of three years at a fixed rate of 2.30%, and became effective January 21, 2011. The fair values of the $3,000, $7,000, $10,000, $10,000 and $5,000 notional amount
derivatives were unrealized losses of $128, $260, $510, $533 and $223, respectively, at June 30, 2011, and $84, $163, $271, $329 and $153, respectively, at June 30, 2010.

138

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 9INTEREST RATE CONTRACTS (Continued)

During the fourth quarter of fiscal 2011, the Bank entered into borrower interest rate swap agreements with a notional amount of $1,934 to facilitate customer transactions and meet their
financing needs. These swaps qualify as derivatives, but are not designated as hedging instruments. Interest rate swap contracts involve the risk of dealing with counterparties and their ability to
meet contractual terms. When the fair value of a derivative instrument contract is positive, this generally indicates that the counterparty or customer owes the Company, and results in credit risk to
the Company. When the fair value of a derivative instrument contract is negative, the Company owes the customer or counterparty and therefore, has no credit risk. The swap positions are offset to
minimize the potential impact on the Company's financial statements. The fair value of the derivatives were an unrealized gain of $31 reported in other assets and an unrealized loss of $31 reported as
accrued expenses and other liabilities at June 30, 2011. The derivatives had no impact on the consolidated statements of income for the year ended June 30, 2011. Any amounts due to the
Company will be expected to be collected from the borrower. Credit risk exists if the borrower's collateral or financial condition indicates that the underlying collateral or financial condition of
the borrower makes it probable that amounts due will be uncollectible. Management monitors this credit exposure on a quarterly basis.

No
gain or loss was recognized in net income for the fiscal years 2011 and 2010 related to interest rate swaps. No deferred net losses on interest rate swaps in other comprehensive loss
as of June 30, 2011, are expected to be reclassified into net income during the next twelve months. See Note 17 "Accumulated Other Comprehensive Loss" for amounts reported as other
comprehensive loss.

The
Company posted $2,444 in cash and $2,352 in securities under collateral arrangements as of June 30, 2011, to satisfy collateral requirements associated with our interest rate
swap contracts.

The
following table summarizes the derivative financial instruments utilized as of June 30, 2011:

Estimated
Fair ValueNotional
AmountBalance Sheet Location

Gain

LossCash flow hedge

Other assets

$
37,000

$


$
(2,192
)Non-designated derivatives

Other assets


1,934


31


Cash flow hedge

Accrued expenses and other liabilities


35,000





(1,654
)Non-designated derivatives

Accrued expenses and other liabilities


1,934





(31
)$
75,868

$
31

$
(3,877
)


139

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 9INTEREST RATE CONTRACTS (Continued)

The
following table details the derivative financial instruments, the average remaining maturities and the weighted-average interest rates being paid and received as of June 30,
2011:

Weighted
Average RateNotional
Value

Average
Maturity
(years)

Fair
Value
(Loss)Receive

PayLiability conversion swaps

$
72,000


3.0

$
(3,846
)

3.94
%

3.68
%Back-to-back customer interest rate swaps


3,868


4.9





4.11


4.11$
75,868




$
(3,846
)


NOTE 10INCOME TAX MATTERS

The Company and subsidiaries file a consolidated federal income tax return on a fiscal year basis in the U.S. federal jurisdiction and various states. The Company is no longer subject to
U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2007. The Bank is allowed bad debt deductions based on actual
charge-offs.

The
consolidated provision for income taxes from continuing operations consists of the following for the years ended June 30:

2011

2010

2009CurrentFederal

$
1,757

$
2,984

$
3,560State


245


602


650Deferred expense


(2,233
)

(630
)

(340
)$
(231
)
$
2,956

$
3,870


140

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 10INCOME TAX MATTERS (Continued)

Income
tax expense is different from that calculated at the statutory federal income tax rate. The reasons for this difference in tax expense are as follows:

2011

2010

2009Computed "expected" tax expense

$
157

$
3,045

$
4,090Increase (decrease) in income taxes resulting from Tax exempt income


(345
)

(408
)

(439
)State taxes, net of federal benefit


391


470


482Increase in cash surrender value of life insurance


(196
)

(193
)

(190
)Stock options








(13
)Benefit of income taxed at lower rates


17


(69
)

(92
)Change in valuation allowance








(1
)Other, net


(255
)

111


33$
(231
)
$
2,956

$
3,870


The
components of the net deferred tax asset as of June 30, 2011, and 2010 are as follows:

2011

2010Deferred tax assetsAllowance for loan and lease losses

$
5,254

$
3,439Cash flow hedges


1,374


1,005Accrued expenses


686


437Net unrealized loss on securities available for sale





364Pension cost


360


441Other


446


5448,120


6,230Less valuation allowance





8,120


6,230Deferred tax liabilitiesNet unrealized gain on securities available for sale


1,047


Defined benefit pension plan


572


645Property and equipment


356


506Mortgage servicing rights


838


817Other assets


254


357Other


151


1133,218


2,438$
4,902

$
3,792


Retained
earnings at June 30, 2011, and 2010, include approximately $4,805 related to the pre-1987 allowance for loan losses for which no deferred federal income tax
liability has been recognized. These

141

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 10INCOME TAX MATTERS (Continued)

amounts
represent an allocation of income to bad debt deductions for tax purposes only. If the Bank no longer qualifies as a bank, or in the event of a liquidation of the Bank, income would be created
for tax purposes only, which would be subject to the then current corporate income tax rate. The unrecorded deferred income tax liability on the above amount for financial statement purposes was
approximately $1,634.

The
Company had no unrecognized tax benefits as of June 30, 2011 and 2010. The Company recognized no interest and penalties on the underpayment of income taxes during fiscal years
June 30, 2011 and 2010, and had no accrued interest and penalties on the balance sheet as of June 30, 2011 and 2010. The Company has no tax positions for which it is reasonably possible
that the total amounts of unrecognized tax benefits will significantly increase with the next twelve months.

NOTE 11REGULATORY CAPITAL

The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain
mandatoryand possibly additional discretionaryactions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and
certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

Quantitative
measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and
Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to adjusted total assets (as defined). Management
believes, as of June 30, 2011, and 2010, that the Bank meets all capital adequacy requirements to which it is subject.

As
of June 30, 2011, the Bank met the regulatory criteria for being considered a "well capitalized" institution. To be categorized as well capitalized, the Bank must maintain
minimum total risk-based, Tier I risk-based, and Tier I (core) capital ratios as set forth in the following table. There are no conditions or events since that
notification that management believes have unfavorably changed the Bank's category.

142

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 11REGULATORY CAPITAL (Continued)

The
following table summarizes the Bank's compliance with its regulatory capital requirements at June 30, 2011, and 2010:

Actual

Requirement

To Be Well
Capitalized Under
Prompt Corrective
Action ProvisionsAmount

Percent

Amount

Percent

Amount

PercentAs of June 30, 2011Tier I (core) capital (to adjusted total assets)

$
111,575


9.44
%
$
47,282


4.00
%
$
59,102


5.00
%Total risk-based capital (to risk-weighted assets)


119,193


13.28
%

71,791


8.00
%

89,739


10.00
%Tangible capital (to tangible assets)


111,575


9.44
%

17,731


1.50
%

N/A


N/ATier I (core) capital (to risk-weighted assets)


111,575


12.43
%

N/A


N/A


53,844


6.00
%As of June 30, 2010Tier I (core) capital (to adjusted total assets)

$
108,428


8.69
%
$
49,907


4.00
%
$
62,384


5.00
%Total risk-based capital (to risk-weighted assets)


117,406


11.68
%

80,402


8.00
%

100,503


10.00
%Tangible capital (to tangible assets)


108,428


8.69
%

18,715


1.50
%

N/A


N/ATier I (core) capital (to risk-weighted assets)


108,428


10.79
%

N/A


N/A


60,302


6.00
%


NOTE 12STOCKHOLDERS' EQUITY

The Company previously had in effect a publicly announced stock buy-back program in which up to 10% of the common stock of the Company outstanding on a stated date could be
acquired within a year. In conjunction with the Company's participation in the U.S. Treasury Department's Capital Purchase Program in November 2008, the Company's Board of Directors terminated the
stock buy-back program. Pursuant to a series of stock buy-back programs initiated by the Company since 1996, the Company has purchased an aggregate of 2.08 million
shares of common stock through June 30, 2011.

The
Company has authorized 50,000 shares of Preferred Stock, designated as "Series A Junior Participating Preferred Stock" with a stated value of $1.00 per share. Outstanding
shares of the Junior Preferred Stock are entitled to cumulative dividends. Such shares have voting rights of 100 votes per share and a preference in liquidation. The shares are not redeemable after
issuance.

Federal
regulations govern the permissibility of capital distributions by a federal savings association. Pursuant to the Dodd-Frank Act, savings associations that are part of
a savings and loan holding company structure must now file a notice of a declaration of a dividend with the Federal Reserve. In the case of cash dividends, OCC regulations require that federal
savings associations that are subsidiaries of a stock savings and loan holding company must file an informational copy of that notice with the OCC at the same time it is filed with the Federal
Reserve. OCC regulations further set forth the circumstances under which a federal savings association is required to submit an application or notice before it may make a capital distribution.

143

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 12STOCKHOLDERS' EQUITY (Continued)

A federal savings association proposing to make a capital distribution is required to submit an application to the OCC if: (1) the association does not qualify for expedited
treatment pursuant to criteria set forth in OCC regulations; (2) the total amount of all of the association's capital distributions (including the proposed capital distribution) for the
applicable calendar year exceeds the association's net income for that year to date plus the association's retained net income for the preceding two years; (3) the association would not be at
least adequately capitalized following the distribution; or (4) the proposed capital distribution would violate a prohibition contained in any applicable statute, regulation, or agreement
between the association and the OCC or the Company's and Bank's former regulator, the OTS, or violate a condition imposed on the association in an application or notice approved by the OCC or the OTS.

A
federal savings association proposing to make a capital distribution is required to submit a prior notice to the OCC if: (1) the association would not be well capitalized
following the distribution; (2) the proposed capital distribution would reduce the amount of or retire any part of the association's common or preferred stock or retire any part of debt
instruments such as notes or debentures included in the association's capital (other than regular payments required under a debt instrument); or (3) the association is a subsidiary of a savings
and loan holding company and is not required to file a notice regarding the proposed distribution with the Federal Reserve, in which case only an informational copy of the notice filed with the
Federal Reserve needs to be simultaneously provided to the OCC.

Each
of the Federal Reserve and OCC have primary reviewing responsibility for the applications or notices required to be submitted to them by savings associations relating to a proposed
distribution. The Federal Reserve may disapprove of a notice, and the OCC may disapprove of a notice or deny an application, if:



During
the second quarter of fiscal 2010, the Company issued 2.875 million shares of its common stock at a public offering price of $8.00 per share, for gross proceeds of $23,000.
The net proceeds of the offering after deducting underwriting discounts and commissions and estimated offering expenses totaled approximately $20,667. Per share earnings calculations were based on a
diluted weighted average shares outstanding of 5.77 million shares versus 4.03 million and 4.02 million shares in the comparable periods in fiscal 2009 and fiscal 2008,
respectively.

On
July 21, 2011, the Board of Directors declared a $0.1125 per share dividend payable on August 12, 2011, to shareholders of record as of August 5, 2011. This cash
dividend has not been reflected in the consolidated financial statements.

144

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 13EARNINGS PER SHARE

A reconciliation of the income available to common shareholders and common stock share amounts used in the calculation of basic and diluted EPS for the fiscal years ended June 30,
2011, 2010, and 2009, follow:

2011

2010

2009Net income

$
679

$
5,745

$
7,816Preferred stock dividends and accretion








1,316Net income available to common shareholders

$
679

$
5,745

$
6,500Basic EPS:Weighted average number of common shares outstanding


6,967,538


5,768,095


4,006,820Earnings per common share

$
0.10

$
1.00

$
1.62Diluted EPS:Weighted average number of common shares outstanding


6,967,538


5,768,095


4,006,820Common share equivalentsstock options / Stock Appreciation Rights (SARs) under employee compensation plans/warrant


2,099


4,699


20,683Weighted average number of common shares and common share equivalents


6,969,637


5,772,794


4,027,503Earnings per common share

$
0.10

$
1.00

$
1.61


Options
and SARs outstanding of approximately 258,000 shares of common stock at a weighted average share price of $14.12 during the fiscal year ended June 30, 2011, were not
included in the computation of diluted earnings per share because the exercise price of those instruments exceeded the average market price of the common shares during the year. Options and SARs
outstanding of approximately 280,100 shares of common stock at a weighted average share price of $14.11 during the fiscal year ended June 30, 2010, were not included in the computation of
diluted earnings per share because the exercise price of those instruments exceeded the average market price of the common shares during the year. Options outstanding of approximately 170,000 shares
of common stock at a weighted average share price of $15.23 during the fiscal year ended June 30, 2009, were not included in the computation of diluted earnings per share because the exercise
price of those instruments exceeded the average market price of the common shares during the year.

NOTE 14DEFINED BENEFIT PLAN

The Company has a noncontributory (cash balance) defined benefit pension plan covering all employees of the Company and its wholly-owned subsidiaries who have attained the age of 21 and
have completed 1,000 hours in a plan year. The benefits are based on 6% of each eligible participant's annual compensation, plus income earned in the accounts at a rate determined annually
based on 30-year Treasury note rates. The Company's funding policy is to make the minimum annual required contribution plus such amounts as the Company may determine to be appropriate from
time to time.

145

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 14DEFINED BENEFIT PLAN (Continued)

One
hundred percent vesting occurs after three years with a retirement age of the later of age 65 or three years of participation.

Information
relative to the components of net periodic benefit cost measured as of June 30, 2011, and June 30, 2010, for the Company's defined benefit plan is presented
below.

2011

2010Changes in benefit obligationsBenefit obligations, beginning

$
7,271

$
7,836Service cost


588


567Interest cost


615


574Benefits paid


(391
)

(307
)Assumption changes


(32
)

(905
)Actuarial (gain) loss


862


(494
)Benefit obligations, ending

$
8,913

$
7,271Changes in plan assetsFair value of plan assets, beginning

$
8,221

$
7,191Actual return (loss) on plan assets


1,598


911Company contributions


455


425Benefits paid


(391
)

(306
)Fair value of plan assets, ending

$
9,883

$
8,221Funded status at end of year(1)

$
970

$
950Amounts recognized in accumulated other comprehensive loss consists of net loss

$
947

$
1,160Accumulated benefit obligation

$
8,039

$
6,206


(1)Amount
included in other assets on the Consolidated Statements of Financial Condition.


146

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 14DEFINED BENEFIT PLAN (Continued)




The
components of net periodic benefit cost for the fiscal years ended June 30 consist of the following:

2011

2010

2009Net periodic benefit costService cost

$
588

$
567

$
474Interest cost


615


574


480Expected return on plan assets


(650
)

(555
)

(532
)Amortization of net loss


94


182


62Net periodic benefit cost


647


768


484Other changes in plan assets and benefit obligations recognized in other comprehensive loss:Net (gain) / loss


(213
)

(1,937
)

1,783Amortization of net loss








(62
)Total recognized in other comprehensive loss


(213
)

(1,937
)

1,721Total recognized in net periodic benefit cost and other comprehensive loss

$
434

$
(1,169
)
$
2,205


The
estimated net loss that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $0.

The
weighted-average assumptions used to determine benefit obligations at June 30 are as follows:

2011

2010Discount ratepre-retirement


7.50
%

7.50
%Discount ratepost-retirement


4.65
%

4.62
%Rate of compensation increase


4.00
%

4.00
%


The
weighted-average assumptions used to determine net periodic benefit cost for fiscal years ended June 30 are as follows:

2011

2010

2009Discount ratepre-retirement


7.50
%

7.50
%

7.50
%Discount ratepost-retirement


4.65
%

4.62
%

3.59
%Rate of compensation increase


4.00
%

4.00
%

4.00
%Expected long-term return on plan assets


8.00
%

8.00
%

8.00
%


The
overall expected long-term rate of return on assets is based on economic forecasts and projected asset allocation.

147

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 14DEFINED BENEFIT PLAN (Continued)

The Company's pension plan weighted-average asset allocations by asset category are as follows:

2011Investment Category

Market
Value

Unrealized
Gain/(Loss)

Actual Asset
Mix as a % of
Market Value

Target Asset
Mix as a % of
Market ValueEquities

$
5,899

$
1,262


59.7
%

55.0%
(1)Fixed


2,781


212


28.1
%

30.0%
(2)Other


830


31


8.4
%

10.0%
(3)Cash and cash equivalents


373





3.8
%

5.0%
(2)Total pension plan assets

$
9,883

$
1,505


100.0
%

100.0
%


(1)includes
a plus/minus range of 10.0%(2)includes
a plus/minus range of 5.0% and includes cash and cash equivalents(3)maximum
allowed of 10.0%


2010Investment Category

Market
Value

Unrealized
Gain/(Loss)

Actual Asset
Mix as a % of
Market Value

Target Asset
Mix as a % of
Market ValueEquities

$
4,400

$
(13
)

53.5
%

55.0
%(1)Fixed


2,870


214


34.9
%

30.0
%(2)Other


587


9


7.2
%

10.0
%(3)Cash and cash equivalents


363





4.4
%

5.0
%(2)Total pension plan assets

$
8,220

$
210


100.0
%

100.0
%


(1)includes
a plus/minus range of 10.0%(2)includes
a plus/minus range of 5.0% and includes cash and cash equivalents(3)maximum
allowed of 10.0%


148

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 14DEFINED BENEFIT PLAN (Continued)




The
fair value of the Company's pension plan assets at June 30 by asset category are as follows:

2011Asset Category

Quoted Prices
In Active
Markets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total at
Fair ValueCash

$
373

$


$


$
373Equity securitiesDomestic large-cap fund


3,480








3,480Domestic small/mid-cap fund


861








861International large-cap fund


950








950Emerging markets fund


608








608Fixed income securitiesEmerging markets fund


113








113Corporate bonds fund


1,969








1,969Mortgage-backed securities fund


699








699Other types of investmentsAlternative assets fund


830








830Total assets

$
9,883

$


$


$
9,883




2010Asset Category

Quoted Prices
In Active
Markets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total at
Fair ValueCash

$
363

$


$


$
363Equity securitiesDomestic large-cap fund


2,555








2,555Domestic small/mid-cap fund


628








628International large-cap fund


896








896Emerging markets fund


321








321Fixed income securitiesCorporate bonds fund


2,094








2,094Mortgage-backed securities fund


776








776Other types of investmentsAlternative assets fund


587








587Total assets

$
8,220

$


$


$
8,220


The
following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

CashThe
carrying amounts reported in the plan assets for cash approximate their fair values.

149

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 14DEFINED BENEFIT PLAN (Continued)

SecuritiesFair
values for investment securities are based on quoted market prices

The
objective of the pension plan investment policy for equities is to pursue a growth strategy that results in capital appreciation. The objective of the pension plan investment policy
for fixed rate instruments and cash equivalents is to ensure safety of principal and interest.

The
Company expects to contribute $470 to its pension plan in fiscal 2012. The minimum required contribution is $0.

Estimated
Future Benefit Payments: The following benefit payments which reflect expected future service, as appropriate, are expected to be paid during the years ended June 30:

2012

$
2302013


2342014


2752015


3042016


327Years 2017 - 2021


2,301


NOTE 15RETIREMENT SAVINGS PLAN

The Company has a retirement savings plan covering all employees of the Company who have attained age 21 and completed one expected year of service during which they worked at least
1,000 hours. The plan is intended to be a qualified profit sharing plan with a cash or deferred arrangement pursuant to IRS Code Section 401(k) and regulations issued there under. The
plan allows voluntary contributions by eligible employees, and also allows discretionary contributions by the Company as determined annually by the Board of Directors. The total compensation cost
charged to expense related to the plan was $371, $311 and $282 for 2011, 2010 and 2009, respectively.

NOTE 16STOCK-BASED COMPENSATION PLANS

During fiscal 2003, the Company established the 2002 Stock Option and Incentive Plan (2002 Option Plan). Under the 2002 Option Plan, awards for an aggregate amount of 907,500 common
shares may be granted to directors and employees of the Bank. Options granted under the Option Plan may be either options that qualify as Incentive Stock Options, as defined in the Code, or options
that do not qualify. Options granted may have a maximum term of 10 years. The 2002 Option Plan also provides for the award of stock appreciation rights, limited stock appreciation rights and
nonvested stock.

The
Company has a long-term incentive plan, which provides for the grant of nonvested stock awards and for stock appreciation rights ("SARs") settled in stock under the 2002
Option Plan if the Company achieves certain performance levels. For fiscal 2009, the Company met a performance level in the plan and issued 16,232 shares of nonvested stock and 115,747 SARs under the
2002 Option Plan during fiscal 2010. The nonvested shares and SARs vest 25% in each of the first through fourth anniversaries of the date of grant. The issuance value of the nonvested shares was $203
for fiscal 2010

150

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 16STOCK-BASED COMPENSATION PLANS (Continued)

and
is being amortized over the vesting period of four years with the unamortized balance included in additional paid in capital in the consolidated statements of financial condition. No nonvested
shares were issued in fiscal 2011. During fiscal years 2011, 2010 and 2009, $153, $331 and $336, respectively, were recorded as amortization expense. The issuance value of the fiscal 2010 SARs was
$203 and is being amortized over the vesting period of four years. No SARs were issued in fiscal 2011. During fiscal years 2011, 2010 and 2009, $104, $77 and $38, respectively, were recorded as
amortization expense.

In
connection with the failure to meet the performance level of the long-term incentive plan, no shares of nonvested stock or SARs will be issued in fiscal 2012 as
compensation for service during fiscal 2011 under the plan.

During
fiscal 2004, the Company created a pool of 12,100 nonvested shares for grants under the 2002 Option Plan (2002 Pool). The key provisions of the 2002 Pool include: outright grant
of shares with restrictions as to sale, transfer, and pledging; during the restriction period, the grantee receives dividends and has voting rights related to the shares awarded; and all nonvested
shares are forfeited upon termination. During fiscal years 2011, 2010 and 2009, 6,847, 2,204 and 2,507 nonvested shares, respectively, were awarded under the Pool. The issuance value of these
nonvested shares was $68, $28 and $37, respectively, and is being amortized over their vesting periods with the unamortized balance included in additional paid in capital in the consolidated balance
sheet. During fiscal years 2011, 2010 and 2009, $39, $40 and $38, respectively, were recorded as amortization expense. The nonvested shares of common stock issued to employees are included in the
outstanding shares of common stock which is used in calculating earnings per share.

In
association with the 2002 Option Plan, awards of nonvested shares of the Company's common stock are made to outside directors of the Company. Each outside director is entitled to all
voting, dividend and distribution rights during the vesting period. During fiscal years 2011, 2010 and 2009, shares of nonvested stock awarded were 18,777, 19,626 and 14,511, respectively. The
nonvested shares vest on the first anniversary of the date of grant. During fiscal years 2011, 2010 and 2009, amortization expenses recorded was $186, $141 and $177, respectively. The nonvested shares
of common stock issued to outside directors are included in the outstanding shares of common stock which is used in calculating earnings per share.

The
fair value of each incentive stock option and each stock appreciation right grant is estimated at the grant date using the Black-Scholes option pricing model. There were no issuances
in fiscal 2011, but the following assumptions were used for grants in fiscal years 2010 and 2009:

2010

2009Expected volatility


22.00
%

19.00
%Expected dividend yield


3.61
%

3.06
%Risk-free interest rate


2.35
%

2.87
%Expected term (in years)


5


5


151

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 16STOCK-BASED COMPENSATION PLANS (Continued)

Stock
option activity for the fiscal year ended June 30, 2011, was as follows:

Shares

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
ValueBeginning Balance


133,240

$
13.15Granted





Forfeited


(5,747
)

14.38Exercised


(13,855
)

10.05Ending Balance


113,638

$
13.46


2.39

$
33Vested and exercisable at June 30


113,638

$
13.46


2.39

$
33


Stock
appreciation rights activity for the fiscal year ended June 30, 2011, was as follows:

SARs

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
ValueBeginning Balance


198,136

$
13.70Granted





Forfeited


(18,185
)

13.78Exercised





Ending Balance


179,951

$
13.69


7.50

$
Vested and exercisable at June 30


78,242

$
14.47


6.98

$



The
Company applied a forfeiture rate of 14.0% when calculating the amount of options and stock appreciation rights expected to vest at June 30, 2011. This rate is based upon
historical activity and will be revised if necessary in subsequent periods if actual forfeitures differ from these estimates. The weighted-average grant date fair value of stock appreciation rights
granted during the fiscal years 2010 and 2009 was $1.75 and $2.06. The total intrinsic value of options exercised during the fiscal years 2011, 2010 and 2009, was $5, $18 and $188, respectively.
During fiscal years 2011, 2010 and 2009, $104, $77 and $38, respectively, were recorded as amortization expense. As of June 30, 2011, there was $122 of total unrecognized compensation cost
related to nonvested SARs awards. The cost is expected to be recognized over a weighted-average period of 23 months for SARs awards. Cash received from the exercise of options and SARs for the
fiscal years 2011, 2010 and 2009, was $139, $7 and $526, respectively. The tax benefit realized for the tax deductions from cashless option exercises totaled $0, $6 and $1 for the fiscal years 2011,
2010 and 2009, respectively. The company generally uses treasury shares to satisfy stock option exercises.

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 16STOCK-BASED COMPENSATION PLANS (Continued)

Nonvested
share activity for the fiscal years ended June 30 follows:

2011

2010

2009Shares

Weighted
Average
Grant Date
Fair Value

Shares

Weighted
Average
Grant Date
Fair Value

Shares

Weighted
Average
Grant Date
Fair ValueNonvested Balance, beginning


69,475

$
13.68


90,708

$
15.81


121,746

$
16.57Granted


25,624


10.72


38,062


10.80


23,602


13.33Vested


(49,745
)

13.85


(55,909
)

15.31


(53,089
)

16.42Forfeited


(7,544
)

12.14


(3,386
)

11.30


(1,551
)

16.70Nonvested Balance, ending


37,810

$
11.77


69,475

$
13.68


90,708

$
15.81


Pretax
compensation expense recognized for nonvested shares for the fiscal years 2011, 2010 and 2009, was $192, $455 and $373, respectively. The tax benefit for the fiscal years 2011,
2010 and 2009 was $73, $173 and $142, respectively. As of June 30, 2011, there was $162 of total unrecognized compensation cost related to nonvested shares granted under the Plan. That cost is
expected to be recognized over a weighted-average period of 25 months. The total fair value of shares vested during the fiscal years 2011, 2010 and 2009 was $529, $675 and $698, respectively.

In
association with the 2002 Option Plan, awards of nonvested shares of the Company's common stock are made to outside directors of the Company. Each outside director is entitled to all
voting, dividend and distribution rights during the vesting period. Pretax compensation expense recognized for nonvested shares for the fiscal years 2011, 2010 and 2009, was $186, $141 and $172,
respectively. The tax benefit for the fiscal years 2011, 2010 and 2009 was $71, $54 and $65, respectively. As of June 30,
2011, there was $101 of total unrecognized compensation cost related to nonvested shares granted under the Plan. That cost is expected to be recognized over a weighted-average period of
6 months. The total fair value of shares vested during the fiscal years 2011, 2010 and 2009 was $160, $181 and $174, respectively.

153

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 17ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss as of June 30, are as follows:

2011

2010

2009Net income

$
679

$
5,745

$
7,816Other comprehensive income (loss), net of tax:Securities available for sale:Change in unrealized losses for which a portion of an other-than-temporary impairment has been recognized in earnings


2,487


(2,222
)

(3,905
)Change in unrealized gains (losses) on other securities


(2,925
)

3,356


4,819Reclassification adjustment:Net impairment credit loss recognized in earnings


549


2,682


405Security (gains) losses recognized in earnings


3,602


(1,853
)

(904
)Income tax (expense)


(1,411
)

(746
)

(158
)Other comprehensive income on securities available for sale


2,302


1,217


257Defined benefit plan:Net unrealized gain (loss)


213


1,937


(1,721
)Income tax (expense) benefit


(81
)

(736
)

654Other comprehensive income (loss) on defined benefit plan


132


1,201


(1,067
)Cash flow hedging activities-interest rate swap contracts:Net unrealized (losses)


(889
)

(2,005
)

(831
)Income tax benefit


302


681


283Other comprehensive (loss) on cash flow hedging activities-interest rate swap contracts


(587
)

(1,324
)

(548
)Total other comprehensive income (loss)


1,847


1,094


(1,358
)Comprehensive income

$
2,526

$
6,839

$
6,458


Cumulative
other comprehensive gain (loss) balances were:

2011

2010

2009Unrealized gain (loss) on securities available for sale net of related tax effect of $(1,047), $364 and $1,110

$
1,708

$
(594
)
$
(1,811
)Unrealized loss on defined benefit plan net of related tax effect of $360 $441 and $1,177


(587
)

(719
)

(1,920
)Unrealized loss on cash flow hedging activities net of related tax effect of $1,307, $1,005 and $324


(2,539
)

(1,952
)

(628
)$
(1,418
)
$
(3,265
)
$
(4,359
)


154

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 18FINANCIAL INSTRUMENTS

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial
instruments include commitments to extend credit, standby letters of credit and financial guarantees. Those instruments involve, to varying degrees, elements of credit and interest-rate
risk in excess of amounts recognized in the consolidated statements of financial condition. The contract or notional amounts of
those instruments reflect the extent of the Bank's involvement in particular classes of financial instruments.

The
Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, and
financial guarantees written is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does
for on-balance-sheet instruments.

Unless
noted otherwise, the Bank does not require collateral or other security to support financial instruments with credit risk.

The
following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:



155

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 18FINANCIAL INSTRUMENTS (Continued)



Estimated
fair values of the Company's financial instruments are as follows at June 30:

2011

2010Carrying
Amount

Fair
Value

Carrying
Amount

Fair
ValueFinancial assetsCash and cash equivalents

$
55,617

$
55,617

$
20,805

$
20,805Securities


234,860


234,860


264,442


264,442Federal Home Loan Bank stock


8,065


8,065


10,334


10,334Loans and leases


823,169


825,905


887,991


893,282Accrued interest receivable


7,607


7,607


8,785


8,785Mortgage servicing rights


12,952


15,396


12,733


17,022Interest rate swap contracts


(2,161
)

(2,161
)

(1,957
)

(1,957
)Financial liabilitiesDeposits


893,157


896,388


914,264


921,410Interest rate swap contracts on deposits


1,685


1,685


1,000


1,000Borrowed funds


147,395


154,521


190,719


199,323Subordinated debentures payable to trusts


27,837


28,933


27,837


16,344Accrued interest payable and advances by borrowers for taxes and insurance


14,820


14,820


15,205


15,205


Fair Value Measurement

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value
disclosures. The fair value of a financial instrument is the price

156

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 18FINANCIAL INSTRUMENTS (Continued)

that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted
market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are
based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash
flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Fair
value accounting guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed
sale) between market participants at the measurement date under current market conditions. If there has been a significant
decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining
the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant
judgment. The fair value a reasonable point within the range that is most representative of fair value under current market conditions.

The
Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded
and the reliability of the assumptions used to determine 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:
Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not
active; or other inputs that are observable or can be corroborated by observable market data.

Level 3:
Significant unobservable inputs that reflect a company's own assumptions about the assumptions that market participants would use in pricing an asset or liability.
Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments
for which the determination of fair value requires significant management judgment or estimation.

157

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 18FINANCIAL INSTRUMENTS (Continued)

The
table below presents the Company's balances of financial instruments measured at fair value on a recurring basis by level within the hierarchy at June 30, 2011:

Quoted Prices
In Active
Markets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total at
Fair ValueSecurities available for saleDebt securities:U.S. government agencies

$


$
3,025

$


$
3,025Municipal bonds





11,164





11,164Equity securities:Federal Ag Mortgage


7








7Other investments





253





253Agency residential mortgage-backed securities





220,411





220,411Securities available for sale


7


234,853





234,860Interest rate swaps





(2,161
)




(2,161
)Total assets


7


232,692





232,699Interest rate swaps on deposits





1,685





1,685Total liabilities

$


$
1,685

$


$
1,685


The
Company used the following methods and significant assumptions to estimate the fair value of items:

Securities
available for sale: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1
inputs), or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather
by relying on the securities' relationship to other benchmark quoted securities (Level 2 inputs). The Company outsources this valuation primarily to a third party provider which utilizes
several sources for valuing fixed-income securities. Sources utilized by the third party provider include pricing models that vary based by asset class and include available trade, bid, and other
market information. This methodology includes broker quotes, proprietary models, descriptive terms and conditions databases, as well as extensive quality control programs. As further valuation
sources, the third party provider uses a proprietary valuation model and capital markets trading staff. This proprietary valuation model is used for valuing municipal securities. This model includes a
separate curve structure for Bank-Qualified municipal securities. The grouping of municipal securities is further broken down according to insurer, credit support, state of issuance, and
rating to incorporate additional spreads and municipal curves.

Interest
Rate Swaps: The fair values of interest rate swaps relate to cash flow hedges of trust preferred debt securities issued by the Company, cash flow hedges of
variable-rate deposits, and for specific borrower interest rate swap contracts classified as non-designated derivatives. The fair value is estimated by a third party using inputs that are
observable or that can be corroborated by observable

158

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 18FINANCIAL INSTRUMENTS (Continued)

market
data and, therefore, are classified within Level 2 of the valuation hierarchy. These fair value estimations include primarily market observable inputs, such as yield curves, and include
the value associated with counterparty credit risk.

The
following table reconciles the beginning and ending balances of the assets or liabilities of the Company that are measured at fair value on a recurring basis using significant
unobservable inputs for the fiscal years ended June 30:

Fair Value Measurements Using Significant  Unobservable Inputs (Level 3)

Securities Available
for Sale2011

2010Beginning balance

$
3,902

$
6,051Total realized/unrealized gains (losses)Included in earnings


(549
)

(2,683
)Included in other comprehensive loss


(44
)

470Purchases, issuances, (paydowns) and (sales)


(3,309
)

64Ending balance

$


$
3,902


The
table below presents the Company's balances of financial instruments measured at fair value on a nonrecurring basis by level within the hierarchy at June 30, 2011:

Quoted Prices
In Active
Markets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)Loans held for sale

$


$
11,991

$
Impaired loans





6,689


17,629Mortgage servicing rights








12,952Foreclosed assets








81


Loans
held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans and student loans, are carried at
the lower of cost or estimated fair value. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics, which the Company classifies
as a Level 2 nonrecurring fair value measurement.

Impaired
loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or market value. Market value is measured based on the value of the
collateral securing these loans. Collateral is primarily real estate and its fair value is generally determined based on real estate appraisals or other evaluations by qualified professionals.
Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above. Impaired loans that are
collateral dependent are written down to their

159

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 18FINANCIAL INSTRUMENTS (Continued)

fair
value, less costs to sell, through the establishment of specific reserves or by recording charge-offs when the carrying value exceeds the fair value. Valuation techniques consistent
with the market approach, income approach, and/or cost approach were used to measure fair value and primarily included observable inputs such as recent sales of similar assets or observable market
data for operational or carrying costs.

Mortgage
servicing rights do not trade in an active, open market with readily observable prices. While sales of mortgage servicing rights do occur, the precise terms and conditions
typically are not readily available to allow for a "quoted price for similar assets" comparison. Accordingly, the Company relies on an internal discounted cash flow model to estimate the fair value of
its mortgage servicing rights. The Company uses a valuation model to project mortgage servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an
expected fair value of the mortgage servicing rights. The valuation model considers portfolio characteristics of the underlying mortgages, contractually specified servicing fees, prepayment
assumptions, discount rate assumptions, other ancillary revenue, costs to service, and other economic factors. The Company reassesses and periodically adjusts the underlying inputs and assumptions
used in the model to reflect market conditions and assumptions that a market participant would consider in valuing the mortgage servicing rights asset. In addition, the Company compares its fair value
estimates and assumptions to observable market data for mortgage servicing rights, where available, and to recent market activity and actual portfolio experience. Due to the nature of the valuation
inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy. The Company uses the amortization method (i.e., lower of amortized cost or estimated fair
value measured on a nonrecurring basis), not fair value measurement accounting, for its mortgage servicing rights assets.

Foreclosed
assets include those assets which have subsequent market adjustments after the original possession as a foreclosed asset. The estimated fair value is based on what the local
markets are currently offering for assets with similar characteristics, which the Company classifies as a Level 3 nonrecurring fair value measurement. Typically, foreclosed assets under this
category have had market adjustments due to the deterioration in values that are not reflected in the most recent appraisal or valuation.

NOTE 19COMMITMENTS, CONTINGENCIES AND CREDIT RISK

The Bank originates first mortgage, consumer and other loans primarily in eastern South Dakota and holds residential and commercial real estate loans which were purchased from other
originators of loans located throughout the United States. Collateral for substantially all consumer loans are security agreements and/or Uniform Commercial Code (UCC) filings on the purchased asset.
Unused lines of credit amounted to $133,231 and $138,797 at June 30, 2011, and 2010, respectively. Unused letters of credit amounted to $453 and $3,347 at June 30, 2011, and 2010,
respectively. The lines of credit and letters of credit are collateralized in substantially the same manner as loans receivable.

The
Bank had outstanding commitments to originate or purchase loans of $34,865 and to sell loans of approximately $17,008 at June 30, 2011. The portion of commitments to originate
or purchase fixed rate loans totaled $16,976 with a range in interest rates of 3.25% to 6.50%. At June 30, 2011, the Bank

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 19COMMITMENTS, CONTINGENCIES AND CREDIT RISK (Continued)

had
two outstanding commitments to purchase $180 investment securities available for sale and no commitments to sell investment securities available for sale. No losses are expected to be sustained in
the fulfillment of any of these commitments.

The
Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, based upon consultation with legal counsel, the
ultimate disposition of these matters will not have a materially adverse effect on the Company's consolidated financial position.

NOTE 20CASH FLOW INFORMATION

Changes in other assets and liabilities for the years ended June 30, consist of:

2011

2010

2009(Increase) decrease in accrued interest receivable

$
1,178

$
(1,187
)
$
(58
)Earnings on cash value of life insurance


(560
)

(550
)

(544
)Increase (decrease) in net deferred loan fees and other assets


(278
)

(4,319
)

(4,086
)Increase (decrease) in accrued expenses and other liabilities


945


(4,348
)

(320
)$
1,285

$
(10,404
)
$
(5,008
)Supplemental Disclosure of Cash Flows InformationCash payments for interest

$
17,589

$
22,458

$
25,846Cash payments for income and franchise taxes


1,940


3,318


4,273Supplemental Disclosure of Noncash Investing and Financing ActivitiesForeclosed real estate and other properties acquired in settlement of loans

$
(785
)
$
139

$
442


161

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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 21FINANCIAL INFORMATION OF HF FINANCIAL CORP. (PARENT ONLY)

The Company's condensed balance sheets as of June 30, 2011, and 2010, and related condensed statements of income and cash flows for each of the years in the three-year
period ended June 30, 2011, are as follows:

Condensed Statements of Financial Condition

2011

2010AssetsCash primarily with the Bank

$
6,904

$
11,854Investments in subsidiaries


115,690


110,572Investment securities


250


250Other


(128
)

7$
122,716

$
122,683LiabilitiesOther borrowings

$
27,837

$
27,837Other liabilities


433


411Stockholders' equity


94,446


94,435$
122,716

$
122,683


Condensed Statements of Income

2011

2010

2009Dividends from subsidiaries

$


$
2,500

$
2,350Interest and other income


40


46


96Expenses


(3,186
)

(2,958
)

(2,799
)Income tax benefit


1,009


948


1,109Equity in undistributed income of subsidiaries


2,816


5,209


7,060Net income

$
679

$
5,745

$
7,816


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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 21FINANCIAL INFORMATION OF HF FINANCIAL CORP. (PARENT ONLY) (Continued)

Condensed Cash Flows

2011

2010

2009Cash Flows From Operating ActivitiesNet income

$
679

$
5,745

$
7,816Adjustments to reconcile net income to net cash provided by operating activitiesAmortization


10


10


10Equity in (earnings) of subsidiaries


(2,816
)

(7,709
)

(9,410
)Cash dividends received from subsidiaries





2,500


2,350(Decrease) in liabilities


(59
)

(94
)

(12
)Other, net


232


329


351Net cash provided by (used in) operating activities


(1,954
)

781


1,105Cash Flows From Investing ActivitiesCapital contribution to the Bank





(3,000
)

(6,000
)Net cash used in investment activities





(3,000
)

(6,000
)Cash Flows From Financing ActivitiesCash dividends paid


(3,136
)

(2,469
)

(2,472
)Repurchase of preferred stock








(25,000
)Repurchase of warrant








(650
)Proceeds from issuance of preferred stock and warrant








25,000Proceeds from issuance of common stock


140


20,717


547Proceeds from other borrowings








5,500Payments on other borrowings





(5,500
)

Net cash provided by (used in) financing activities


(2,996
)

12,748


2,925Increase (decrease) in cash


(4,950
)

10,529


(1,970
)Cash at beginning of period


11,854


1,325


3,295Cash at end of period

$
6,904

$
11,854

$
1,325


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Table of Contents

HF FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2011 AND 2010

(DOLLARS IN THOUSANDS, except share data)

NOTE 22QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

1st
Quarter

2nd
Quarter

3rd
Quarter

4th
QuarterFiscal Year 2011Total interest income

$
14,191

$
14,011

$
13,177

$
13,032Net interest income


9,625


9,641


9,046


9,022Provision for losses on loans and leases


3,367


1,268


1,949


2,032Net income


490


1,743


459


(2,013
)Net income available for common shareholders


490


1,743


459


(2,013
)Basic earnings per share

$
0.07

$
0.25

$
0.07

$
(0.29
)Diluted earnings per share


0.07


0.25


0.07


(0.29
)Fiscal Year 2010Total interest income

$
14,633

$
14,347

$
14,120

$
14,254Net interest income


8,751


8,858


9,353


9,711Provision for losses on loans and leases


343


424


981


1,202Net income


855


1,961


1,791


1,138Net income available for common shareholders


855


1,961


1,791


1,138Basic earnings per share

$
0.21

$
0.37

$
0.26

$
0.16Diluted earnings per share


0.21


0.37


0.26


0.16


NOTE 23SUBSEQUENT EVENTS

Management has evaluated subsequent events for potential disclosure or recognition through the date that the financial statements were available to be issued. There are no subsequent
events that occurred that require additional disclosure.

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Table of Contents

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

Not applicable.

Item 9A.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2011, an evaluation was performed by the Company's management, including the Company's Chairman, President and
Chief Executive Officer and the Company's Senior Vice President, Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) to provide reasonable assurance that information required
to be disclosed in the reports the Company files and submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission's rules and forms. Based upon that evaluation, the Company's Chairman, President and Chief Executive Officer and the Company's Senior Vice President, Chief
Financial Officer and Treasurer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2011.

Management's Report on Internal Control over Financial Reporting

Management's report on internal control over financial reporting is included in Part II, Item 8 "Financial Statements and
Supplementary Data," and is furnished herein.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting that occurred during the fourth quarter ended
June 30, 2011, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B.Other Information

None.

PART III

Item 10.Directors, Executive Officers and Corporate Governance

Directors

Information regarding Directors of the Company is incorporated by reference from the discussion under the heading "Information with
Respect to Nominees and Continuing Directors" in the Company's Proxy Statement for the 2011 Annual Meeting of Stockholders, a copy of which will be filed not later than 120 days after
June 30, 2011 (the "2011 Proxy Statement").

Executive Officers

Information regarding Executive Officers of the Company is contained in Part I, Item 1 "Business" of this
Form 10-K pursuant to Instruction 3 to Item 401(b) of Regulation S-K, and is incorporated by reference herein.

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Table of Contents

Compliance with Section 16(a) of the Exchange Act

Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by
reference from the discussion under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's 2011 Proxy Statement.

Code of Ethics

Information regarding the Company's Code of Conduct and Ethics is incorporated by reference from the discussion under the heading "Code
of Conduct and Ethics" in the Company's 2011 Proxy Statement.

Director Nominations

Information regarding material changes, if any, to the procedures by which the Company's stockholders may recommend nominees to the
Company's Board of Directors is incorporated by reference from the discussion under the heading "Director Nominations" in the Company's 2011 Proxy Statement.

Audit Committee and Audit Committee Financial Expert

Information regarding the Company's Audit Committee and Audit Committee Financial Expert is incorporated by reference from the
discussion under the heading "Meetings of the Board of Directors, Committees of the Board of Directors and Independent Directors" in the Company's 2011 Proxy Statement.

Item 11.Executive Compensation

Information regarding executive compensation and other related disclosures required by this Item are incorporated by reference from the
discussion under the headings "Compensation Discussion and Analysis," "Personnel Compensation and Benefits Committee Report," "Executive Compensation," "Director Compensation" and "Personnel,
Compensation And Benefits Committee Interlocks and Insider Participation" in the Company's 2011 Proxy Statement.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information on the securities authorized for issuance under the Company's compensation plans (including any individual compensation
arrangements) is contained in Part II, Item 5 "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" of this
Form 10-K, and is incorporated by reference herein.

Information
concerning security ownership of certain beneficial owners and management is incorporated by reference from the discussion under the heading "Security Ownership of Certain
Beneficial Owners and Management" in the Company's 2011 Proxy Statement.

Item 13.Certain Relationships and Related Transactions, and Director Independence

Certain Transactions

Information concerning transactions with related persons and the review, approval or ratification thereof is incorporated by reference
from the discussion under the headings "Transactions with Related Persons" and "Policy on Review, Approval or Ratification of Transactions with Related Persons" in the Company's 2011 Proxy Statement.

166

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Table of Contents

Information
concerning director independence is incorporated by reference from the discussion under the headings "Meetings of the Board of Directors, Committees of the Board of Directors
and Independent Directors" in the Company's 2011 Proxy Statement.

Item 14.Principal Accountant Fees and Services

Information concerning the fees for professional services rendered by the Company's registered public accounting firm and the
pre-approval policies and procedures of the Company's Audit Committee is incorporated by reference from the discussion under the heading "Proposal No. IIRatification of
Independent Registered Public Accounting Firm" in the Company's 2011 Proxy Statement.

167

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Table of Contents

PART IV

Item 15.Exhibits and Financial Statement Schedules





Independent Registered Public Accounting Firm's Report on the Financial Statements


97Independent Registered Public Accounting Firm's Report on the Internal Control Over Financial Reporting


98Consolidated Statements of Financial Condition at June 30, 2011 and 2010


100Consolidated Statements of Income for the years ended June 30, 2011, 2010 and 2009


101Consolidated Statements of Stockholders' Equity for the years ended June 30, 2011, 2010 and 2009


102Consolidated Statements of Cash Flows for the years ended June 30, 2011, 2010 and 2009


103Notes to Consolidated Financial Statements


104




168

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

HF FINANCIAL CORP.Date: September 9, 2011

By:

/s/ CURTIS L. HAGE Curtis L. Hage, Chairman, President and Chief Executive Officer (Duly Authorized Representative)


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Curtis L. Hage and Brent R.
Olthoff, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or
substitute or substitutes, may do or cause to be done by virtue hereof

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

Name

Title

Date/s/ CURTIS L. HAGE Curtis L. Hage

Chairman, President and Chief Executive Officer (Principal Executive and Operating Officer)

September 9, 2011/s/ BRENT R. OLTHOFF Brent R. Olthoff

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

September 9, 2011/s/ CHARLES T. DAY Charles T. Day

Director

September 9, 2011/s/ CHRISTINE E. HAMILTON Christine E. Hamilton

Director

September 9, 2011/s/ ROBERT L. HANSON Robert L. Hanson

Director

September 9, 2011


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Table of Contents

Name

Title

Date/s/ DAVID J. HORAZDOVSKY David J. Horazdovsky

Director

September 9, 2011/s/ THOMAS L. VAN WYHE Thomas L. Van Wyhe

Director

September 9, 2011/s/ MICHAEL M. VEKICH Michael M. Vekich

Director

September 9, 2011


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Table of Contents

Exhibit Index

Exhibit
Number

Description3.1

Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 from the Company's Current Report on Form 8-K dated August 11, 2009, and filed with the SEC on August 17, 2009,
file no. 033-44383).3.2

Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 from the Company's Current Report on Form 8-K dated August 23, 2011, and filed with the SEC on August 29,
2011, file no. 033-44383).4.1

Form of Common Stock Certificate, par value $0.01 per share (incorporated herein by reference to Exhibit 4.1 from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009, file
no. 033-443831).4.2

Warrant to Purchase Common Stock, dated November 21, 2008 (incorporated herein by reference to Exhibit 4.1 from the Company's Current Report on Form 8-K dated November 20, 2008, and filed with the SEC
on November 24, 2008, file no. 033-44383).10.1

Guarantee Agreement dated July 11, 2002, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 033-44383).10.2

Indenture dated July 11, 2002, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 033-44383).10.3

Guarantee Agreement dated December 19, 2002, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2002, file no. 033-44383).10.4

Indenture dated December 19, 2002, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2002, file no. 033-44383).10.5

Guarantee Agreement dated September 25, 2003, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003, file no. 033-44383).10.6

Indenture dated September 25, 2003, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2003, file no. 033-44383).10.7

Guarantee Agreement dated December 7, 2006, by HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2006, file no. 033-44383).10.8

Indenture dated December 7, 2006, between HF Financial Corp. and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.2 from the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2006, file no. 033-44383).10.9

Letter Agreement dated June 3, 2003, between HF Financial Corp. and First Tennessee Bank, NA (incorporated herein by reference to Exhibit 10.19 from the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2003, file no. 033-44383).


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Table of Contents

Exhibit
Number

Description10.10

Letter Agreement dated June 26, 2008, between HF Financial Corp. and First Tennessee Bank, NA (incorporated herein by reference to Exhibit 10.10 from the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2008, file no. 033-44383).10.11

Commitment Letter/Letter Agreement effective May 15, 2009, between HF Financial Corp. and FTN Financial Group (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K
dated May 15, 2009, and filed with the SEC on May 21, 2009, file no. 033-44383).10.12
+
HF Financial Corp. 1991 Stock Option and Incentive Plan (incorporated herein by reference to the exhibits from the Company's Annual Report on Form 10-K405 for the fiscal year ended June 30, 1993, file
no. 033-44383).10.13
+
Amendment No. 1 to the HF Financial Corp. 1991 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.6 from the Company's Annual Report on Form 10-K405 for the fiscal year ended
June 30, 1997, file no. 033-44383).10.14
+
HF Financial Corp. 1996 Director Restricted Stock Plan (incorporated herein by reference to Exhibit 10.7 from the Company's Annual Report on Form 10-K405 for the fiscal year ended June 30, 1997, file
no. 033-44383).10.15
+
HF Financial Corp. 2002 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 15, 2002,
file no. 033-44383).10.16
+
Amendment No. 1 to the HF Financial Corp. 2002 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.16 from the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2009, file no. 033-44383).10.17
+
Form of HF Financial Corp. 2002 Stock Option and Incentive Plan Stock Appreciation Rights Agreement (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated
September 13, 2006, and filed with the SEC on September 19, 2006, file no. 033-44383).10.18
+
Form of HF Financial Corp. 2002 Stock Option and Incentive Plan Stock Option Agreement (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K dated September 26,
2005, and filed with the SEC on September 30, 2005, file no. 033-44383).10.19
+
Restated Employment Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and Curtis L. Hage (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on
Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.20
+
Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and Curtis L. Hage (incorporated herein by reference to Exhibit 10.3 from the Company's Current
Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.21
+
Form of Restated Employment Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and each of Darrel L. Posegate, David A. Brown, Jon M. Gadberry, Brent R. Olthoff, Natalie A. Sundvold
and Stephen M. Bianchi (incorporated herein by reference to Exhibit 10.2 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).


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Table of Contents

Exhibit
Number

Description10.22
+
Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and Darrel L. Posegate (incorporated herein by reference to Exhibit 10.4 from the Company's Current
Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.23
+
Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and David A. Brown (incorporated herein by reference to Exhibit 10.5 from the Company's Current
Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.24
+
Form of Restated Change-in-Control Agreement, made and entered into as of December 31, 2008, between Home Federal Bank and each of Jon M. Gadberry, Brent R. Olthoff, Natalie A. Sundvold and Stephen M. Bianchi
(incorporated herein by reference to Exhibit 10.6 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.25
+
Home Federal Bank Amended and Restated Deferred Compensation Agreement for Curtis L. Hage, made December 31, 2008, by and between Home Federal Bank and Curtis L. Hage (incorporated herein by reference to
Exhibit 10.7 from the Company's Current Report on Form 8-K dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.26
+
HF Financial Corp. Excess Pension Plan for Executives (as amended and restated effective January 1, 2009) (incorporated herein by reference to Exhibit 10.8 from the Company's Current Report on Form 8-K
dated December 31, 2008, and filed with the SEC on January 7, 2009, file no. 033-44383).10.34

Loan Agreement, dated September 30, 2009, by and between the Company and United Bankers' Bank (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on 8-K dated September 30,
2009, and filed with the SEC on October 6, 2009, file no. 033-44383).10.35

Promissory Note, dated September 30, 2009, payable to United Bankers' Bank (incorporated herein by reference to Exhibit 10.2 from the Company's Current Report on 8-K dated September 30, 2009, and filed with
the SEC on October 6, 2009, file no. 033-44383).10.36

Commercial Pledge Agreement, dated September 30, 2009, by and between the Company and United Bankers' Bank (incorporated herein by reference to Exhibit 10.3 from the Company's Current Report on 8-K dated
September 30, 2009, and filed with the SEC on October 6, 2009, file no. 033-44383). Home Federal Bank Short-Term Incentive Plan (as amended and restated effective July 1, 2010).10.37
+
Home Federal Bank Short-Term Incentive Plan (as amended and restated effective July 1, 2010) (incorporated herein by reference to Exhibit 10.37 from the Company's Current Report on 10-K for the fiscal year ended
June 30, 2011, file no. 033-44383).10.38
+
Home Federal Bank Sixth Amended and Restated Long-Term Incentive Plan (as amended and restated effective July 1, 2010) (incorporated herein by reference to Exhibit 10.38 from the Company's Current Report on 10-K
for the fiscal year ended June 30, 2011, file no. 033-44383).10.39
+
Revised Employment Agreement by and among Home Federal Bank and Curtis L. Hage (incorporated herein by reference to Exhibit 10.1 from the Company's Current Report on 8-K dated July 22, 2010 and filed with the
SEC on July 22, 2010, file no. 033-44383).


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Exhibit
Number

Description10.40

Amendment to the Loan Agreement by and between the Company and United Bankers' Bank (incorporated herein by reference to Exhibit 10.35 from the Company's Current Report on 10-Q for the quarter ended September 30,
 2010, and filed with the SEC on November 12, 2010, file no. 033-44383).21.1
*
Subsidiaries of Registrant.23.1
*
Consent of Independent Registered Accounting Firm.24.1
*
Power of Attorney (set forth on the signature page).31.1
*
Certification of Chairman, President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
*
Certification of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
**
Certification of Chairman, President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
**
Certification of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*Filed
herewith.**Furnished
herewith.+Indicates
a management contract or compensation plan.


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Index of Attached Exhibits

Exhibit
Number21.1

Subsidiaries of Registrant.23.1

Consent of Independent Registered Accounting Firm.31.1

Certification of Chairman, President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chairman, President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


175

---