2. Restructuring

As part of a strategic effort to streamline operations and reduce expenses, we initiated the following restructuring activities during the first half of 2012:

· ceased originating real estate loans nationwide and in the United Kingdom;

· ceased personal lending and retail sales financing in 14 states;

· consolidated certain branch operations in 26 states; and

· closed 231 branch offices (215 branch offices in the first quarter of 2012).

As a result of these initiatives, during the first half of 2012 we reduced our workforce in our branch operations, at our Evansville, Indiana headquarters, and operations in the United Kingdom by 820 employees (690 employees during the first quarter of 2012) and incurred a pretax charge of $23.5 million ($21.6 million in the first quarter of 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

Three Months Ended March 31, 2012

Restructuring expenses	$	14,894	$	201	$	556	$	5,935	$	21,586

Changes in the restructuring liability were as follows:

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

Three Months Ended
March 31, 2013

Balance at beginning of period	$	56		$	365		$	-		$	-		$	421
Amounts paid	(48		)	(152		)	-			-			(200		)
Balance at end of period	$	8		$	213		$	-		$	-		$	221

Three Months Ended
March 31, 2012

Balance at beginning of period	$	-		$	-		$	-		$	-		$	-
Amounts charged to expense	10,287			5,532			4,994			773			21,586
Amounts paid	(2,938		)	(1,514		)	-			(75		)	(4,527		)
Non-cash expenses	-			-			(4,994		)	200			(4,794		)
Balance at end of period	$	7,349		$	4,018		$	-		$	898		$	12,265

* 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 March 31, 2013.