4. Restructuring

As part of our strategic review of our operations, we initiated the following restructuring activities during the first half of 2012:

· As of January 1, 2012, we ceased originating real estate loans nationwide to focus on our other lending products, which we believe have greater growth potential.

· On February 1, 2012, we informed affected employees of our plan to close 60 branch offices and immediately cease personal lending and retail sales financing in 14 states where we do not have a significant presence.

· On February 15, 2012, we reduced the workforce at our Evansville, Indiana headquarters by 130 employees due to the cessation of real estate lending, the branch office closings, and the cessation of personal lending and retail sales financing in 14 states.

· On March 2, 2012, we informed affected employees of our plan to consolidate certain branch operations and close 150 branch offices in 26 states.

· On March 23, 2012, we informed affected employees of our plan to reduce the workforce of Ocean by 57 employees due to the reduction in its finance broker business activity and the cessation of real estate lending in the United Kingdom.

· In the second quarter of 2012, we closed an additional 18 branch offices as a result of ceasing operations in 14 states during the first quarter of 2012.

As a result of these events, our workforce was reduced by 820 employees in the first half of 2012, and we incurred a pretax charge of $23.5 million for the six months ended June 30, 2012.

Restructuring expenses and related asset impairment and other expenses by business segment were as follows:

(dollars in thousands)

Consumer
Segment

Insurance
Segment

Real Estate
Segment

Other

Consolidated
Total

At or for the Year Ended

December 31, 2012

Restructuring expenses

15,634

229

818

6,822

23,503

Changes in the restructuring liability were as follows:

(dollars in thousands)	Severance Expenses			Contract Termination Expenses			Asset Writedowns			Other Exit Expenses*			Total Restructuring Expenses

At or for the Year Ended
December 31, 2012

Balance at beginning of period	$	-		$	-		$	-		$	-		$	-
Amounts charged to expense	11,600			5,840			5,246			817			23,503
Amounts paid	(11,544		)	(5,475		)	-			(1,017		)	(18,036		)
Non-cash expenses	-			-			(5,246		)	200			(5,046		)
Balance at end of period	$	56		$	365		$	-		$	-		$	421

* Primarily includes removal expenses for branch furniture and signs and fees for outplacement services. Also includes the impairment of the market value adjustment on leased branch offices from the FCFI Transaction.

We do not anticipate any additional future restructuring expenses to be incurred that can be reasonably estimated at December 31, 2012.