e10vq
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     .
Commission File Number: 0-6835
IRWIN FINANCIAL CORPORATION
(Exact Name of Corporation as Specified in its Charter)
     
Indiana   35-1286807
     
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)
     
500 Washington Street Columbus, Indiana   47201
     
(Address of Principal Executive Offices)   (Zip Code)
     
(812) 376-1909   www.irwinfinancial.com
     
(Corporation’s Telephone Number, Including Area Code)   (Web Site)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 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.
þ Yes o No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer o      Accelerated filer þ      Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes þ No
As of April 24, 2007, there were outstanding 29,539,804 common shares, no par value, of the Registrant.
 
 

 


 

FORM 10-Q
TABLE OF CONTENTS
                 
            PAGE  
            NO.  
PART I     3  
Item 1     3  
Item 2     17  
Item 3     47  
Item 4     47  
PART II     48  
Item 2     48  
Item 6     49  
          52  
 Certification by CEO
 Certification by CFO
 Section 906 Certification of the CEO
 Section 906 Certification of the CFO
 

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PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
                 
    March 31,   December 31,
    2007   2006
    (Dollars in thousands)
Assets:
               
Cash and cash equivalents
  $ 61,821     $ 145,765  
Interest-bearing deposits with financial institutions
    43,393       53,106  
Residual interests
    9,619       10,320  
Investment securities- held-to-maturity (Fair value: $17,766 at March 31, 2007 and $17,893 at December 31, 2006)
    18,038       18,066  
Investment securities- available-for-sale
    116,659       110,364  
Loans held for sale
    44,906       237,510  
Loans and leases, net of unearned income — Note 3
    5,414,778       5,238,193  
Less: Allowance for loan and lease losses — Note 4
    (84,876 )     (74,468 )
     
 
    5,329,902       5,163,725  
Servicing assets — Note 5
    30,105       31,949  
Accounts receivable
    70,591       208,585  
Accrued interest receivable
    24,567       26,470  
Premises and equipment
    38,671       36,211  
Other assets
    188,008       139,314  
Assets held for sale — Note 2
    41,456       56,573  
     
Total assets
  $ 6,017,736     $ 6,237,958  
     
 
               
Liabilities and Shareholders’ Equity:
               
Deposits
               
Noninterest-bearing
  $ 336,298     $ 687,626  
Interest-bearing
    1,748,012       1,756,109  
Certificates of deposit over $100,000
    1,363,087       1,107,781  
     
 
    3,447,397       3,551,516  
Short-term borrowings — Note 6
    619,304       602,443  
Collateralized debt — Note 7
    1,102,025       1,173,012  
Other long-term debt
    233,885       233,889  
Other liabilities
    102,256       146,596  
     
Total liabilities
    5,504,867       5,707,456  
     
Commitments and contingencies — Note 11
               
Shareholders’ equity
               
Preferred stock, no par value — authorized 4,000,000 shares; none issued
           
Noncumulative perpetual preferred stock - 15,000 authorized and issued
    14,446       14,518  
Common stock, no par value — authorized 40,000,000 shares; issued 29,890,917 shares and 29,879,773 shares as of March 31, 2007 and December 31, 2006; 430,316 shares 143,543 shares in treasury as of March 31, 2007 and December 31, 2006
    116,246       116,192  
Additional paid-in capital
    1,688       1,583  
Accumulated other comprehensive loss, net of deferred income tax benefit of $4,003 and $4,813 as of March 31, 2007 and December 31, 2006
    (3,785 )     (4,364 )
Retained earnings
    393,564       405,835  
     
 
    522,159       533,764  
Less treasury stock, at cost
    (9,290 )     (3,262 )
     
Total shareholders’ equity
    512,869       530,502  
     
Total liabilities and shareholders’ equity
  $ 6,017,736     $ 6,237,958  
     
The accompanying notes are an integral part of the consolidated financial statements.

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IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                 
    For the Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands, except per share)  
Interest income:
               
Loans and leases
  $ 119,349     $ 97,886  
Loans held for sale
    4,942       11,406  
Residual interests
    270       664  
Investment securities
    2,457       1,485  
Federal funds sold
    20       26  
 
           
Total interest income
    127,038       111,467  
 
           
Interest expense:
               
Deposits
    33,451       29,682  
Short-term borrowings
    7,806       4,106  
Collateralized debt
    15,815       11,111  
Other long-term debt
    3,838       4,990  
 
           
Total interest expense
    60,910       49,889  
 
           
Net interest income
    66,128       61,578  
Provision for loan and lease losses — Note 4
    23,208       9,193  
 
           
Net interest income after provision for loan and lease losses
    42,920       52,385  
Other income:
               
Loan servicing fees
    5,912       8,108  
Amortization and impairment of servicing assets
    (4,950 )     (5,902 )
(Loss) gain from sales of loans and loans held for sale
    (5,907 )     2,768  
Trading losses
    (264 )     (219 )
Derivative (losses) gains, net
    (1,089 )     2,768  
Other
    5,484       6,473  
 
           
 
    (814 )     13,996  
 
               
Other expense:
               
Salaries
    25,735       25,303  
Pension and other employee benefits
    7,738       7,773  
Office expense
    2,337       2,094  
Premises and equipment
    5,628       5,035  
Marketing and development
    1,209       668  
Professional fees
    2,086       2,398  
Other
    7,552       9,543  
 
           
 
    52,285       52,814  
 
           
(Loss) income before income taxes from continuing operations
    (10,179 )     13,567  
Provision for income taxes
    (4,085 )     4,877  
 
           
Net (loss) income from continuing operations
    (6,094 )     8,690  
Loss from discontinued operations, net of $2,742 and $7,026 income tax benefit, respectively — Note 2
    (4,035 )     (10,548 )
 
           
Net loss
  $ (10,129 )   $ (1,858 )
 
           
 
               
Earnings per share from continuing operations: — Note 9
               
Basic
  $ (0.22 )   $ 0.30  
 
           
Diluted
  $ (0.22 )   $ 0.30  
 
           
 
               
Earnings per share: — Note 9
               
Basic
  $ (0.35 )   $ (0.06 )
 
           
Diluted
  $ (0.36 )   $ (0.07 )
 
           
Dividends per share
  $ 0.12     $ 0.11  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

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IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
For the Three Months Ended March 31, 2007, and 2006
                                                                                 
                    Accumulated Other Comprehensive Income                              
                                            Defined     Additional                     Perpetual  
            Retained     Foreign     Unrealized Gain/Loss     Benefit     Paid in     Common     Treasury     Preferred  
    Total     Earnings     Currency     Securities     Derivatives     Plans     Capital     Stock     Stock     Stock  
    (Dollars in thousands)  
Balance at January 1, 2007
  $ 530,502     $ 405,835     $ 2,884     $ (344 )   $ (30 )   $ (6,874 )   $ 1,583     $ 116,192     $ (3,262 )   $ 14,518  
Net loss
    (10,129 )     (10,129 )                                                                
Unrealized gain on investment securities net of $21 tax liability
    31                       31                                                  
Unrealized gain on derivatives net of $121 tax liability
    183                               183                                          
Foreign currency adjustment
    365               365                                                          
 
                                                                             
Other comprehensive income
    579                                                                          
 
                                                                             
Total comprehensive income
    (9,550 )                                                                        
Cash dividends — common stock
    (3,533 )     (3,533 )                                                                
Cash dividends — preferred stock
    (352 )     (352 )                                                                
FAS 156 adoption
    1,743       1,743                                                                  
Tax benefit on stock option exercises
    116                                               116                          
Stock option expense
    363                                               363                          
Stock issuance costs
    (72 )                                                                     (72 )
Stock:
                                                                               
Purchase of 359,848 shares
    (7,668 )                                                             (7,668 )        
Sales of 74,199 shares
    1,320                                               (374 )     54       1,640          
     
Balance at March 31, 2007
  $ 512,869     $ 393,564     $ 3,249     $ (313 )   $ 153     $ (6,874 )   $ 1,688     $ 116,246     $ (9,290 )   $ 14,446  
     
 
                                                                               
Balance at January 1, 2006
  $ 512,334     $ 418,784     $ 3,341     $ (373 )   $ 754     $ (274 )   $ 50     $ 112,000     $ (21,948 )   $  
Net loss
    (1,858 )     (1,858 )                                                                
Unrealized loss on investment securities net of $79 tax benefit
    (119 )                     (119 )                                                
Unrealized loss on derivative net of $4 tax benefit
    (6 )                             (6 )                                        
Foreign currency adjustment
    (153 )             (153 )                                                        
 
                                                                             
Other comprehensive income
    (278 )                                                                        
 
                                                                             
Total comprehensive income
    (2,136 )                                                                        
Cash dividends
    (3,268 )     (3,268 )                                                                
Tax benefit on stock option exercises
    319                                               319                          
Stock option expense
    253                                               253                          
Conversion of trust preferred shares to 1,013,938 shares of common stock
    19,513       (1,058 )                                             1,070       19,501          
Stock:
                                                                               
Purchase of 48,303 shares
    (950 )                                                             (950 )        
Sales of 124,386 shares
    1,628       (508 )                                     (300 )     179       2,257          
     
Balance at March 31, 2006
  $ 527,693     $ 412,092     $ 3,188     $ (492 )   $ 748     $ (274 )   $ 322     $ 113,249     $ (1,140 )   $  
     
The accompanying notes are an integral part of the consolidated financial statements.

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CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                 
    For the Three Months ended March 31,  
    2007     2006  
    (Dollars in thousands)  
(Loss) Income from continuing operations
  $ (6,094 )   $ 8,690  
Loss from discontinued operations
    (4,035 )     (10,548 )
 
           
Net Loss
    (10,129 )     (1,858 )
Adjustments to reconcile net income to cash provided by operating activities:
               
Depreciation, amortization, and accretion, net
    2,356       1,486  
Amortization and impairment of servicing assets
    5,199       15,562  
Provision for loan and lease losses
    23,208       9,240  
Loss (gain) from sales of loans held for sale
    10,155       (18,117 )
Originations and purchases of loans held for sale
    (208,830 )     (2,565,909 )
Proceeds from sales and repayments of loans held for sale
    233,201       2,622,218  
Net decrease in residuals
    971       8,383  
Net decrease in accounts receivable
    137,994       30,036  
Other, net
    (92,243 )     (29,209 )
 
           
Net cash provided by operating activities
    101,882       71,832  
 
           
Investing activities:
               
Proceeds from maturities/calls of investment securities:
               
Held-to-maturity
    127       45  
Available-for-sale
    974       913  
Purchase of investment securities:
               
Held-to-maturity
    (100 )      
Available-for-sale
    (7,240 )     (692 )
Net decrease (increase) in interest-bearing deposits
    9,713       (14,035 )
Net increase in loans, excluding sales
    (44,957 )     (353,095 )
Proceeds from sale of loans
    28,023       122,635  
Other, net
    (4,120 )     (2,729 )
 
           
Net cash used by investing activities
    (17,580 )     (246,958 )
 
           
Financing activities:
               
Net (decrease) increase in deposits
    (104,118 )     175,507  
Net increase (decrease) in short-term borrowings
    16,861       (254,284 )
Proceeds from issuance of collateralized debt
    27,206       335,384  
Repayments of collateralized debt
    (98,208 )     (90,068 )
Proceeds from the issuance of trust preferred securities
          31,500  
Redemption of trust preferred securities and other long term debt
    (4 )     (32,112 )
Purchase of treasury stock for employee benefit plans
    (7,668 )     (950 )
Proceeds from sale of stock for employee benefit plans
    1,436       1,947  
Dividends paid
    (3,885 )     (3,268 )
 
           
Net cash (used) provided by financing activities
    (168,380 )     163,656  
 
           
Effect of exchange rate changes on cash
    134       (74 )
 
           
Net decrease in cash and cash equivalents
    (83,944 )     (11,544 )
Cash and cash equivalents at beginning of period
    145,765       155,486  
 
           
Cash and cash equivalents at end of period
  $ 61,821     $ 143,942  
 
           
Supplemental disclosures of cash flow information:
               
Cash flow during the period:
               
Interest paid
  $ 59,659     $ 54,685  
 
           
Income taxes paid
  $ 6,152     $ 4,103  
 
           
Noncash transactions:
               
Adoption of FAS 156
  $ 1,743     $  
 
           
Loans transferred from held-for-sale to held-for-investment
  $ 166,773     $  
 
           
Other real estate owned
  $ 2,664     $ 2,103  
 
           
Conversion of trust preferred stock to common stock
  $     $ 19,513  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Summary of Significant Accounting Policies
     Consolidation: Irwin Financial Corporation and its subsidiaries (the Corporation) provide financial services throughout the United States (U.S.) and Canada. We are engaged in commercial banking, commercial finance and home equity lending. We are in the process of exiting the mortgage banking segment. Our direct and indirect subsidiaries include, Irwin Union Bank and Trust Company, Irwin Union Bank, F.S.B., Irwin Commercial Finance Corporation, Irwin Home Equity Corporation and Irwin Mortgage Corporation (IMC). Intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the financial statements reflect all material adjustments necessary for a fair presentation. The Corporation does not meet the criteria as primary beneficiary for our wholly-owned trusts holding our company-obligated mandatorily redeemable preferred securities established by Financial Accounting Standards Board (FASB) Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities.” As a result, these trusts are not consolidated.
     Because we are in the process of exiting the mortgage banking line of business, the financial statements and footnotes within this report conform to the presentation required in Statement of Financial Accounting Standard (SFAS) 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Certain of the balance sheet assets related to this line of business are being reported as assets held for sale. See Note 2 for additional information.
     Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
     Cash and Cash Equivalents Defined: For purposes of the statement of cash flows, we consider cash and due from banks to be cash equivalents.
     Allowance for Loan and Lease Losses: The allowance for loan and lease losses is an estimate based on management’s judgment applying the principles of SFAS 5, “Accounting for Contingencies,” SFAS 114, “Accounting by Creditors for Impairment of a Loan,” and SFAS 118, “Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosures.” The allowance is maintained at a level we believe is adequate to absorb probable losses inherent in the loan and lease portfolio. We perform an assessment of the adequacy of the allowance on a quarterly basis.
     Within the allowance, there are specific and expected loss components. The specific loss component is assessed for loans we believe to be impaired in accordance with SFAS 114. We have defined impairment as nonaccrual loans. For loans determined to be impaired, we measure the level of impairment by comparing the loan’s carrying value to fair value using one of the following fair value measurement techniques: present value of expected future cash flows, observable market price, or fair value of the associated collateral. An allowance is established when the fair value implies a value that is lower than the carrying value of that loan. In addition to establishing allowance levels for specifically identified impaired loans, management determines an allowance for all other loans in the portfolio for which historical experience indicates that certain losses exist. These loans are segregated by major product type, and in some instances, by aging, with an estimated loss ratio applied against each product type and aging category. The loss ratio is generally based upon historic loss experience for each loan type as adjusted for certain environmental factors management believes to be relevant.
     It is our policy to promptly charge off any commercial loan, or portion thereof, which is deemed to be uncollectible. This includes, but is not limited to, any loan rated “Loss” by the regulatory authorities. Impaired commercial credits are considered on a case-by-case basis. The amount charged off includes any accrued interest. Unless there is a significant reason to the contrary, consumer loans are charged off when deemed uncollectible, but generally no later than when a loan is past due 180 days.
     Servicing Assets: When we securitize or sell loans, we periodically retain the right to service the underlying loans sold. A portion of the cost basis of loans sold is allocated to this servicing asset based on its fair value relative to the loans sold and the servicing asset combined. Prior to the January 1, 2007, all servicing rights were carried at lower of cost or fair market value. We use a combination of observed pricing on similar, market-traded servicing rights and internal valuation models that calculate the present value of future cash flows to determine the fair value of the servicing assets. These models are supplemented and calibrated to market prices using inputs from independent servicing brokers, industry surveys and valuation experts. In using this valuation method, we incorporate assumptions that we believe market participants would use in estimating future net servicing income, which include estimates of the

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cost of servicing per loan, the discount rate, float value, an inflation rate, ancillary income per loan, prepayment speeds, and default rates. Prior to January 1, 2007, all servicing assets were amortized over the period of and in proportion to estimated net servicing income.
     For servicing assets associated with second mortgages and high loan-to-value first mortgages, the fair value measurement method of reporting these servicing rights was elected beginning January 1, 2007, in accordance with SFAS 156, “Accounting for Servicing of Financial Assets.” Under the fair value method, we measure servicing assets at fair value at each reporting date and report changes in fair value in earnings in the period in which the changes occur. All remaining servicing rights follow the amortization method for subsequent measurement whereby these servicing rights are amortized in proportion to and over the period of estimated net servicing income.
     Incentive Servicing Fees: For whole loan sales of certain home equity loans, in addition to our normal servicing fee, we have the right to an incentive servicing fee (ISF) that will provide cash payments to us if a pre-established return for the certificate holders and certain structure-specific loan credit and servicing performance metrics are met. When ISF agreements are entered into simultaneously with the whole loan sales, the fair value of the ISFs is estimated and considered when determining the initial gain or loss on sale. That allocated fair value of the ISF is periodically evaluated for impairment and amortized in accordance with SFAS 140. Consistent with the treatment of all of the Corporation’s servicing assets, ISFs are accounted for on a lower of cost or market (LOCOM) basis. Therefore, if the fair value of the ISFs in subsequent periods exceeds cost basis, then that excess is recognized in revenue as pre-established performance metrics are met and cash is due. When ISF agreements are entered into subsequent to the whole loan sale, these assets are assigned a zero value and revenue is recognized as pre-established performance metrics are met and cash is due.
     Income Taxes: A consolidated tax return is filed for all eligible entities. In accordance with SFAS 109, deferred income taxes are computed using the liability method, which establishes a deferred tax asset or liability based on temporary differences between the tax basis of an asset or liability and the basis recorded in the financial statements.
     Recent Accounting Developments: In March 2006, the FASB issued SFAS 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140.” This statement requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. The statement permits, but does not require, the subsequent measurement of classes of servicing assets and servicing liabilities at fair value, to better align with the use of derivatives used to mitigate the inherent risks of these assets and liabilities. Offsetting changes in fair value are recognized through income. This statement is effective as of January 1, 2007. We elected the fair value treatment for servicing rights associated with high loan to value first lien and second mortgage loans at our home equity lending line of business. Implementation of the fair value treatment under SFAS 156 resulted in a one-time increase to retained earnings of $1.7 million. This represents the after-tax effect of the $2.9 million fair value adjustment to the mortgage servicing asset as of January 1, 2007.
     In September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating this new statement and have not yet determined the ultimate impact it will have on our financial statements.
     In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” This statement permits entities to choose to measure certain financial instruments at fair value. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is permitted as of January 1, 2007. We elected not to early adopt this statement. We are currently evaluating this new statement and have not yet determined the ultimate impact it will have on our financial statements once it becomes effective in 2008.
     Effective January 1, 2007, we adopted FASB Interpretation Number 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,” (“FIN No. 48”), which prescribes a single, comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on its tax returns. Upon adoption of FIN No. 48, we did not recognize any material adjustment in our liability for unrecognized tax benefits. As of January 1, 2007, our unrecognized tax benefits were $10.7 million, $0.7 million of which would, if recognized, favorably affect the effective tax rate in future periods. As of March 31, 2007, our unrecognized tax benefits were $15.9 million, $0.7 million of which would, if recognized, favorably affect the effective tax rate in future periods.

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     Our continuing practice is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. As of January 1, 2007, we had approximately $0.8 million accrued for interest and no accrual for penalties related to unrecognized tax benefits. As of March 31, 2007, we have approximately $1.0 million accrued for interest related to unrecognized tax benefits.
     Tax years 2003-2006 remain open to examination by major taxing jurisdictions. Certain state tax returns remain open to examination for tax years 2002-2006.
     Reclassifications: Certain amounts in the 2006 consolidated financial statements have been reclassified to conform to the 2007 presentation. These changes had no impact on previously reported net income or shareholders’ equity.
Note 2 — Discontinued Operations
     In 2006, we sold the mortgage banking line of business’ origination operation, including the majority of this segment’s loans held for sale, as well as the majority of this segment’s capitalized mortgage servicing rights to five separate buyers. In January 2007, we transferred a nominal amount of assets associated with this segment’s servicing platform (but not mortgage servicing rights) to a sixth buyer. We have some staff continuing to work at IMC through the wind-down of our remaining assets, such as construction loans and repurchased loans. The majority of the cash proceeds from the sales have been collected.
     In accordance with the provisions of SFAS 144, the results of operations of the mortgage banking line of business for the current and prior periods have been reported as discontinued operations. In addition, certain of the remaining assets for this segment have been reclassified as held for sale in the consolidated balance sheet. .
                 
    Three Months Ended March 31,  
    2007     2006  
Net revenues
  $ (4,721 )   $ 8,361  
Other expense
    (2,056 )     (25,935 )
 
           
Loss before income taxes
    (6,777 )     (17,574 )
Income taxes
    2,742       7,026  
 
           
Net loss from discontinued operations
  $ (4,035 )   $ (10,548 )
 
           
                 
    March 31,     December 31,  
    2007     2006  
    (Dollars in thousands)  
Loans, net of allowance, and Loans held for sale
  $ 33,983     $ 48,555  
Net servicing asset
    135       385  
Other assets
    7,338       7,633  
 
           
Assets held for sale
  $ 41,456     $ 56,573  
 
           
Note 3 — Loans and Leases
     Loans and leases are summarized as follows:
                 
    March 31,     December 31,  
    2007     2006  
    (Dollars in thousands)  
Commercial, financial and agricultural
  $ 2,258,059     $ 2,249,988  
Residential real estate-construction
    379,064       377,601  
Residential real estate-mortgage
    1,685,549       1,522,616  
Consumer
    29,600       31,581  
Commercial financing
               
Franchise financing
    696,445       699,969  
Domestic leasing
    302,080       296,056  
Canadian leasing
    367,687       358,783  
Unearned income
               
Franchise financing
    (215,153 )     (211,480 )
Domestic leasing
    (43,433 )     (42,782 )
Canadian leasing
    (45,120 )     (44,139 )
       
Total
  $ 5,414,778     $ 5,238,193  
       

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Note 4 — Allowance for Loan and Lease Losses
     Changes in the allowance for loan and lease losses are summarized below:
                 
    March 31, 2007     December 31, 2006  
    And the Quarter     And the Year  
    Then Ended     Then Ended  
    (Dollars in thousands)  
Balance at beginning of year
  $ 74,468     $ 59,223  
Provision for loan and lease losses
    23,208       35,101  
Charge-offs
    (15,167 )     (30,810 )
Recoveries
    2,697       11,208  
Reduction due to reclassification or sale of loans
    (351 )     (246 )
Foreign currency adjustment
    21       (8 )
     
Balance at end of period
  $ 84,876     $ 74,468  
       
Note 5 — Servicing Assets
     We adopted the fair value treatment for servicing assets associated with our second mortgage and high loan-to-value first mortgage portfolios as of January 1, 2007. The effect of remeasuring the selected servicing assets at fair value was reported as a cumulative-effect adjustment to retained earnings, increasing retained earnings $1.7 million, net of tax. Changes in fair value subsequent to adoption were recorded through “amortization and impairment of servicing assets.” All other first mortgage loans continue to be accounted for using the amortization method with impairment recognized. These mortgage servicing assets are recorded at lower of their allocated cost basis or fair value and a valuation allowance is recorded for any stratum that is impaired.
     We estimate the fair value of the servicing assets using a cash flow model to project future expected cash flows based upon a set of valuation assumptions we believe market participants would use for similar assets. The primary assumptions we use for valuing our mortgage servicing assets include prepayment speeds, default rates, cost to service and discount rates. We review these assumptions on a regular basis to ensure that they remain consistent with current market conditions. Additionally, we periodically receive third party estimates of the portfolio value from independent valuation firms. Inaccurate assumptions in valuing mortgage servicing rights could adversely affect our results of operations. For servicing rights accounted for under the amortization method, we also review these mortgage servicing assets for other-than-temporary impairment each quarter and recognize a direct write-down when the recoverability of a recorded valuation allowance is determined to be remote. Unlike a valuation allowance, a direct write-down permanently reduces the unamortized cost of the mortgage servicing rights asset and the valuation allowance, precluding subsequent reversals.
     Changes in our fair value servicing assets are shown below:
                 
    March 31, 2007     December 31, 2006  
    And the Quarter     And the Year  
    Then Ended     Then Ended  
    (Dollars in thousands)  
Beginning balance
  $ 27,725     $  
Gain from initial adoption of SFAS 156
    2,905        
Changes in fair value
    (4,566 )      
 
           
Mortgage servicing asset from continuing operations
  $ 26,064     $  
 
           
 We have established a gain (loss)account to record servicing assets at their fair market value in “amortization and impairment of servicing assets.”

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Changes in our amortizing servicing assets are shown below:
                 
    March 31, 2007     December 31, 2006  
    And the Quarter     And the Year  
    Then Ended     Then Ended  
    (Dollars in thousands)  
Beginning balance
  $ 31,949     $ 34,445  
Initial adoption of SFAS 156
    (27,725 )      
Additions
    201       17,884  
Amortization
    (316 )     (21,027 )
(Impairment) recovery
    (68 )     647  
 
           
Mortgage servicing asset from continuing operations
  $ 4,041     $ 31,949  
 
           
     We have established a valuation allowance to record amortizing servicing assets at their lower of cost or market value. Changes in the allowance are summarized below:
                 
    March 31, 2007     December 31, 2006  
    And the Quarter     And the Year  
    Then Ended     Then Ended  
Balance at beginning of year
  $ 483     $ 1,152  
Transfer of assets from amortizing to fair value
    (332 )      
Impairment (recovery)
    68       (647 )
Reclass for sales of servicing and clean up calls
          (22 )
 
           
Valuation allowance from continuing operations
  $ 219     $ 483  
 
           
Note 6 — Short-Term Borrowings
     Short-term borrowings are summarized as follows:
                 
    March 31,     December 31,  
    2007     2006  
    (Dollars in thousands)  
Federal Home Loan Bank borrowings
  $ 537,211     $ 371,693  
Federal funds
    82,000       230,500  
Other
    93       250  
 
           
Total
  $ 619,304     $ 602,443  
 
           
 
               
Weighted average interest rate
    4.93 %     4.49 %
     Federal Home Loan Bank borrowings are collateralized by loans and loans held for sale.
     We also have lines of credit available to fund loan originations and operations with variable rates ranging from 5.6% to 6.2% at March 31, 2007.
     We have three lines of credit subject to compliance with certain financial covenants set forth in these facilities including, but not limited to, net income, consolidated tangible net worth, return on average assets, nonperforming loans, loan loss reserve, Tier 1 leverage ratio, and risk-based capital ratio. Due to our net loss in the first quarter of 2007, we requested and obtained waivers for a parent company credit facility with respect to certain profitability-based covenants. As a result of these waivers, we are in compliance with all applicable covenants as of March 31, 2007.
Note 7 — Collateralized Debt
     We pledge or sell loans structured as secured financings at our home equity and commercial finance lines of business. Sale treatment is precluded on these transactions because we fail the true-sale requirements of SFAS 140 as we maintain effective control over the loans and leases securitized. This type of structure results in cash being received, debt being recorded, and the establishment

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of an allowance for credit losses. The notes associated with these transactions are collateralized by $1.2 billion in home equity loans, home equity lines of credit, and leases. The principal and interest on these debt securities are paid using the cash flows from the underlying loans and leases. Accordingly, the timing of the principal payments on these debt securities is dependent on the payments received on the underlying collateral. The interest rates on the bonds are at a fixed and floating rate. Collateralized debt is summarized as follows:
                                 
            Weighted        
            Average        
            Interest Rate at        
    Contractual   March 31,   March 31,   December 31,
    Maturity   2007   2007   2006
                    (Dollars in thousands)
Commercial finance line of business
                               
Domestic asset backed note
                  $     $ 5,797  
Canadian asset backed notes:
                               
Note 1
  revolving       5.5       33,576       30,611  
Note 2
    3/2012       4.1       183,113       179,508  
Note 3
    10/2009       4.5       6,866       8,157  
Home equity line of business
                               
2004-1 asset backed notes:
                               
Variable rate senior note
    12/2024-12/2034       5.7       40,472       50,072  
Variable rate subordinate note
    12/2034       6.5       24,775       24,775  
2005-1 asset backed notes:
                               
Variable rate senior note
    6/2025-6/2035       5.5       28,974       40,972  
Fixed rate senior note
    6/2035       5.0       90,487       94,129  
Variable rate subordinate note
    6/2035       7.1       10,785       10,785  
Fixed rate subordinate note
    6/2035       5.6       52,127       52,127  
Unamortized premium/discount
                    (82 )     (90 )
2006-1 asset backed notes:
                               
Variable rate senior note
    9/2035       5.5       85,762       102,252  
Fixed rate senior note
    9/2035       5.5       96,561       96,561  
Fixed rate lockout senior note
    9/2035       5.6       24,264       24,264  
Unamortized premium/discount
                    (16 )     (19 )
2006-2 asset backed notes:
                               
Variable rate senior note
    2/2036       5.4       121,408       136,386  
Fixed rate senior note
    2/2036       6.3       80,033       80,033  
Fixed rate lockout senior note
    2/2036       6.2       21,348       21,348  
Unamortized premium/discount
                    (18 )     (21 )
2006-3 asset backed notes:
                               
Variable rate senior note
    1/2037-9/2037       5.5       116,550       130,326  
Fixed rate senior note
    9/2037       5.9       67,050       67,050  
Fixed rate lockout senior note
    9/2037       5.9       18,000       18,000  
Unamortized premium/discount
                    (10 )     (11 )
                     
Total
                  $ 1,102,025     $ 1,173,012  
                     

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Note 8 — Employee Retirement Plans
     Components of net periodic cost of pension benefit:
                 
    For the Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands)  
Service cost
  $ 1,129     $ 1,054  
Interest cost
    686       581  
Expected return on plan assets
    (638 )     (603 )
Amortization of prior service cost
    12       12  
Amortization of actuarial loss
    176       284  
 
           
Net periodic benefit cost
  $ 1,365     $ 1,328  
 
           
     As of March 31, 2007, we have not made any contributions to our pension plan in the current year and currently do not need to contribute to this plan in 2007 to maintain its funding status.
Note 9 — Earnings Per Share
     Earnings per share calculations are summarized as follows:
                                         
    Three Months ended March 31, 2007
                    Basic           Diluted
    Net   Preferred   Earnings   Effect of   Earnings
    Loss   Dividends   Per Share   Stock Options   Per Share
            (Dollars in thousands, except per share amounts)        
Net loss available to common shareholders:
                                       
From Continuing Operations
  $ (6,094 )   $ (352 )   $ (6,446 )   $ (189 )   $ (6,635 )
From Discontinued Operations
    (4,035 )           (4,035 )           (4,035 )
     
Total Net Loss for All Operations
  $ (10,129 )   $ (352 )     (10,481 )     (189 )     (10,670 )
                             
Shares
                    29,623       134       29,757  
                     
Per-share from Continuing Operations
                  $ (0.22 )   $     $ (0.22 )
                     
Per-share amount for All Operations
                  $ (0.35 )   $ (0.01 )   $ (0.36 )
                     
                                         
    Three Months ended March 31, 2006
                    Basic           Diluted
    Net   Preferred   Earnings   Effect of   Earnings
    Loss   Dividends   Per Share   Stock Options   Per Share
            (Dollars in thousands, except per share amounts)        
Net income available to common shareholders:
                                       
From Continuing Operations
  $ 8,690     $     $ 8,690     $ (70 )   $ 8,620  
From Discontinued Operations
    (10,548 )           (10,548 )           (10,548 )
     
Total Net Loss for All Operations
  $ (1,858 )   $       (1,858 )     (70 )     (1,928 )
                             
Shares
                    28,939       208       29,147  
                     
Per-share from Continuing Operations
                  $ 0.30     $     $ 0.30  
                     
Per-share amount for All Operations
                  $ (0.06 )   $ (0.01 )   $ (0.07 )
                     
     At March 31, 2007 and 2006, 1,876,880 and 1,660,179 shares, respectively, related to stock options that were not included in the dilutive earnings per share calculation because they had exercise prices above the stock price as of the respective dates.
Note 10 — Industry Segment Information
     We have three principal business segments that provide a broad range of financial services. The commercial banking line of business provides commercial banking services. The commercial finance line of business originates leases and loans against commercial equipment and real estate. The home equity lending line of business provides consumer mortgage products and services.

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As described in Note 2, we have recently exited the conforming, conventional mortgage banking line of business. This segment is shown in the table below as “Discontinued Operations.” Our other segment primarily includes the parent company, our private equity portfolio and eliminations and a small amount of unsold items of our mortgage banking business.
     The accounting policies of each segment are the same as those described in Note 1 — “Accounting Policies, Management Judgments and Accounting Estimates.” Following is a summary of each segment’s revenues, net income, and assets for the years indicated:
                                                         
                                    Consolidated        
    Commercial   Commercial   Home Equity           Continuing   Discontinued    
    Banking   Finance   Lending   Other   Operations   Operations   Consolidated
    (Dollars in thousands)
For the Three Months Ended March 31, 2007
                                                       
Net interest income
  $ 25,913     $ 17,469     $ 17,128     $ (17,590 )   $ 42,920     $ (340 )   $ 42,580  
Intersegment interest
    (968 )     (8,940 )     (7,652 )     17,560                 $  
Other revenue
    3,947       2,791       (6,897 )     (655 )     (814 )     (4,381 )   $ (5,195 )
Intersegment revenues
                101       (101 )               $  
     
Total net revenues
    28,892       11,320       2,680       (786 )     42,106       (4,721 )     37,385  
Other expense
    23,440       6,782       18,914       3,149       52,285       2,056     $ 54,341  
Intersegment expenses
    851       352       667       (1,870 )               $  
     
Income (loss) before taxes
    4,601       4,186       (16,901 )     (2,065 )     (10,179 )     (6,777 )     (16,956 )
Income taxes
    1,438       1,595       (6,752 )     (366 )     (4,085 )     (2,742 )   $ (6,827 )
     
Net income (loss)
  $ 3,163     $ 2,591     $ (10,149 )   $ (1,699 )   $ (6,094 )   $ (4,035 )   $ (10,129 )
     
Assets at March 31, 2007
  $ 3,245,400     $ 1,071,924     $ 1,586,174     $ 114,238                     $ 6,017,736  
                           
 
                                                       
For the Three Months Ended March 31, 2006
                                                       
Net interest income
  $ 26,511     $ 8,910     $ 26,837     $ (9,873 )   $ 52,385     $ 6,936     $ 59,321  
Intersegment interest
    1,875       (382 )     (9,721 )     8,228                 $  
Other revenue
    4,186       2,149       7,387       274       13,996       1,425     $ 15,421  
Intersegment revenues
    82                   (82 )               $  
     
Total net revenues
    32,654       10,677       24,503       (1,453 )     66,381       8,361       74,742  
Other expense
    20,787       5,672       21,854       4,501       52,814       25,935     $ 78,749  
Intersegment expenses
    684       265       917       (1,866 )               $  
     
Income (loss) before taxes
    11,183       4,740       1,732       (4,088 )     13,567       (17,574 )     (4,007 )
Income taxes
    4,421       1,849       698       (2,091 )     4,877       (7,026 )   $ (2,149 )
     
Net income (loss)
  $ 6,762     $ 2,891     $ 1,034     $ (1,997 )   $ 8,690     $ (10,548 )   $ (1,858 )
     
Assets at March 31, 2006
  $ 3,189,066     $ 875,405     $ 1,651,316     $ 1,081,055                     $ 6,796,842  
                           
Note 11 — Commitments and Contingencies
Culpepper v. Inland Mortgage Corporation
     In this lawsuit, filed in April 1996, the plaintiffs had obtained class action status for their complaint alleging that Irwin Mortgage violated the federal Real Estate Settlement Procedures Act (RESPA) relating to Irwin Mortgage’s payment of broker fees to mortgage brokers. On February 7, 2006, the United States District Court for the Northern District of Alabama dismissed this case by granting the motions of Irwin Mortgage Corporation, our indirect subsidiary (formerly Inland Mortgage Corporation), to decertify the class and for summary judgment, and by denying the plaintiffs’ motion for summary judgment. The plaintiffs filed a notice of appeal with the Court of Appeals for the 11th Circuit. The Court of Appeals held oral argument on the appeal on November 15, 2006. If the plaintiffs were to prevail on appeal and in a subsequent trial on the merits, Irwin Mortgage could be liable for RESPA damages that could be material to our financial position. However, we believe the 11th Circuit’s RESPA ruling in a case similar to ours would support a decision in our case affirming the trial court in favor of Irwin Mortgage. In the similar case, the 11th Circuit expressly recognized it was, in effect, overruling its prior decision in our case. We therefore have not established any reserves for this case.

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Silke v. Irwin Mortgage Corporation
     In April 2003, our indirect subsidiary, Irwin Mortgage Corporation, was named as a defendant in a class action lawsuit filed in the Marion County, Indiana, Superior Court. The complaint alleges that Irwin Mortgage charged a document preparation fee in violation of Indiana law for services performed by clerical personnel in completing legal documents related to mortgage loans. Irwin Mortgage filed an answer on June 11, 2003 and a motion for summary judgment on October 27, 2003. On June 18, 2004, the court certified a plaintiff class consisting of Indiana borrowers who were allegedly charged the fee by Irwin Mortgage any time after April 14, 1997. This date was later clarified by stipulation of the parties to be April 17, 1997. In November 2004, the court heard arguments on Irwin Mortgage’s motion for summary judgment and plaintiffs’ motion seeking to send out class notice. On February 23, 2006, the Court ordered that class notice be mailed. On September 7, 2006, the court ordered one-time publication of class notice in Indiana newspapers. We are unable at this time to form a reasonable estimate of the amount of potential loss, if any, that Irwin Mortgage could suffer. We have not established any reserves for this case.
Cohens v. Inland Mortgage Corporation
     In October 2003, our indirect subsidiary, Irwin Mortgage Corporation (formerly Inland Mortgage Corporation), was named as a defendant, along with others, in an action filed in the Supreme Court of New York, County of Kings. The plaintiffs, a mother and two children, allege they were injured from lead contamination while living in premises allegedly owned by the defendants. The suit seeks approximately $41 million in damages and alleges negligence, breach of implied warranty of habitability and fitness for intended use, loss of services and the cost of medical treatment. On September 15, 2005, Irwin Mortgage filed an answer and cross-claims seeking dismissal of the complaint. On October 13, 2006, Irwin Mortgage filed a motion for summary judgment. At a hearing on January 3, 2007, the court ordered discovery to be completed by April 30, 2007, after which Irwin Mortgage may re-file its motion for summary judgment. We are unable at this time to form a reasonable estimate of the amount of potential loss, if any, that Irwin Mortgage could suffer. We have not established any reserves for this case.
Litigation in Connection with Loans Purchased from Community Bank of Northern Virginia
     Our subsidiary, Irwin Union Bank and Trust Company, is a defendant in several actions in connection with loans Irwin Union Bank purchased from Community Bank of Northern Virginia (Community).
     Hobson v. Irwin Union Bank and Trust Company was filed on July 30, 2004 in the United States District Court for the Northern District of Alabama. As amended on August 30, 2004, the Hobson complaint, seeks certification of both a plaintiffs’ and a defendants’ class, the plaintiffs’ class to consist of all persons who obtained loans from Community and whose loans were purchased by Irwin Union Bank. Hobson alleges that defendants violated the Truth-in-Lending Act (TILA), the Home Ownership and Equity Protection Act (HOEPA), the Real Estate Settlement Procedures Act (RESPA) and the Racketeer Influenced and Corrupt Organizations Act (RICO). On October 12, 2004, Irwin filed a motion to dismiss the Hobson claims as untimely filed and substantively defective.
     Kossler v. Community Bank of Northern Virginia was originally filed in July 2002 in the United States District Court for the Western District of Pennsylvania. Irwin Union Bank and Trust was added as a defendant in December 2004. The Kossler complaint seeks certification of a plaintiffs’ class and seeks to void the mortgage loans as illegal contracts. Plaintiffs also seek recovery against Irwin for alleged RESPA violations and for conversion. On September 9, 2005, the Kossler plaintiffs filed a Third Amended Class Action Complaint. On October 21, 2005, Irwin filed a renewed motion seeking to dismiss the Kossler action.
     The plaintiffs in Hobson and Kossler claim that Community was allegedly engaged in a lending arrangement involving the use of its charter by certain third parties who charged high fees that were not representative of the services rendered and not properly disclosed as to the amount or recipient of the fees. The loans in question are allegedly high cost/high interest loans under Section 32 of HOEPA. Plaintiffs also allege illegal kickbacks and fee splitting. In Hobson, the plaintiffs allege that Irwin was aware of Community’s alleged arrangement when Irwin purchased the loans and that Irwin participated in a RICO enterprise and conspiracy related to the loans. Because Irwin bought the loans from Community, the Hobson plaintiffs are alleging that Irwin has assignee liability under HOEPA.
     If the Hobson and Kossler plaintiffs are successful in establishing a class and prevailing at trial, possible RESPA remedies could include treble damages for each service for which there was an unearned fee, kickback or overvalued service. Other possible damages in Hobson could include TILA remedies, such as rescission, actual damages, statutory damages not to exceed the lesser of $500,000 or 1% of the net worth of the creditor, and attorneys’ fees and costs; possible HOEPA remedies could include the refunding of all closing costs, finance charges and fees paid by the borrower; RICO remedies could include treble plaintiffs’ actually proved damages. In addition, the Hobson plaintiffs are seeking unspecified punitive damages. Under TILA, HOEPA, RESPA and RICO, statutory

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remedies include recovery of attorneys’ fees and costs. Other possible damages in Kossler could include the refunding of all origination fees paid by the plaintiffs.
     Irwin Union Bank and Trust Company is also a defendant, along with Community, in two individual actions (Chatfield v. Irwin Union Bank and Trust Company, et al. and Ransom v. Irwin Union Bank and Trust Company, et al.) filed on September 9, 2004 in the Circuit Court of Frederick County, Maryland, involving mortgage loans Irwin Union Bank purchased from Community. On July 16, 2004, both of these lawsuits were removed to the United States District Court for the District of Maryland. The complaints allege that the plaintiffs did not receive disclosures required under HOEPA and TILA. The lawsuits also allege violations of Maryland law because the plaintiffs were allegedly charged or contracted for a prepayment penalty fee. Irwin believes the plaintiffs received the required disclosures and that Community, a Virginia-chartered bank, was permitted to charge prepayment fees to Maryland borrowers.
     Under the loan purchase agreements between Irwin and Community, Irwin has the right to demand repurchase of the mortgage loans and to seek indemnification from Community for the claims in these lawsuits. On September 17, 2004, Irwin made a demand for indemnification and a defense to Hobson, Chatfield and Ransom. Community denied this request as premature.
     In response to a motion by Irwin, the Judicial Panel On Multidistrict Litigation consolidated Hobson, Chatfield and Ransom with Kossler in the Western District of Pennsylvania for all pretrial proceedings. The Pennsylvania District Court had been handling another case seeking class action status, Kessler v. RFC, et al., also involving Community and with facts similar to those alleged in the Irwin consolidated cases. The Kessler case had been settled, but the settlement was appealed and set aside on procedural grounds. Subsequently, the parties in Kessler filed a motion for approval of a modified settlement, which would provide additional relief to the settlement class. Irwin is not a party to the Kessler action, but the resolution of issues in Kessler may have an impact on the Irwin cases. The Pennsylvania District Court has effectively stayed action on the Irwin cases until issues in the Kessler case are resolved. We have established a reserve for the Community litigation based upon SFAS 5 guidance and the advice of legal counsel.
Putkowski v. Irwin Home Equity Corporation and Irwin Union Bank and Trust Company
     On August 12, 2005, our indirect subsidiary, Irwin Home Equity Corporation, and our direct subsidiary, Irwin Union Bank and Trust Company (collectively, “Irwin”), were named as defendants in litigation seeking class action status in the United States District Court for the Northern District of California for alleged violations of the Fair Credit Reporting Act. In response to Irwin’s motion to dismiss filed on October 18, 2005, the court dismissed the plaintiffs’ complaint with prejudice on March 23, 2006. Plaintiffs filed an appeal in the U.S. Court of Appeals for the 9th Circuit on April 13, 2006. We have not established any reserves for this case.
White v. Irwin Union Bank and Trust Company and Irwin Home Equity Corporation
     On January 5, 2006, our direct subsidiary, Irwin Union Bank and Trust Company, and our indirect subsidiary, Irwin Home Equity Corporation, (collectively, “Irwin”) were named as defendants in litigation in the Circuit Court for Baltimore City, Maryland. The plaintiffs allege that Irwin charged or caused plaintiffs to pay certain fees, costs and other charges that were excessive or illegal under Maryland law in connection with loans made to plaintiffs by Irwin. The plaintiffs seek certification of a class consisting of Maryland residents who received mortgage loans from Irwin secured by real property in the State of Maryland and who claim injury due to Irwin’s lending practices. The plaintiffs are seeking damages under the Maryland Mortgage Lending Laws and the Maryland Consumer Protection Act for, among other things, relief from further interest payments on their loans, reimbursement of interest, charges, fees and costs already paid, including prepayment penalties paid by the class, and damages of three times the amount of all allegedly excessive or illegal charges paid, plus attorneys’ fees, expenses and costs. In the alternative, the plaintiffs seek arbitration as provided for in their mortgage notes. On February 17, 2006, Irwin filed a notice of removal and removed the case from state to federal court. On March 17th, 2006 the plaintiffs filed a motion to remand the action back to state court and also filed an amended complaint emphasizing the alleged state law basis for their claims. Irwin believes, however, that the plaintiffs’ state law claims are completely preempted by Section 27 of the FDIC Act. On April 24, 2006, the plaintiffs initiated a class arbitration with the American Arbitration Association (White v. Irwin Union Bank & Trust, et al.). On October 13, 2006, the parties tentatively agreed to settle this matter for a nonmaterial amount. The settlement agreement is being reviewed by the arbitrator.
     We and our subsidiaries are from time to time engaged in various matters of litigation, including the matters described above, other assertions of improper or fraudulent loan practices or lending violations, and other matters, and we have a number of unresolved claims pending. In addition, as part of the ordinary course of business, we and our subsidiaries are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral, and foreclosure interests, that is incidental to our regular business activities. While the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, we believe that damages, if any, and other amounts relating to pending

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matters are not likely to be material to our consolidated financial position or results of operations, except as described above. Reserves are established for these various matters of litigation, when appropriate under SFAS 5, based in part upon the advice of legal counsel.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
About Forward-looking Statements
     You should read the following discussion in conjunction with our consolidated financial statements, footnotes, and tables. This discussion and other sections of this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We are including this statement for purposes of invoking these safe harbor provisions.
     Forward-looking statements are based on management’s expectations, estimates, projections, and assumptions. These statements involve inherent risks and uncertainties that are difficult to predict and are not guarantees of future performance. In addition, our past results of operations do not necessarily indicate our future results. Words that convey our beliefs, views, expectations, assumptions, estimates, forecasts, outlook and projections or similar language, or that indicate events we believe could, would, should, may or will occur (or might not occur) or are likely (or unlikely) to occur, and similar expressions, are intended to identify forward-looking statements. These may include, among other things, statements and assumptions about:
    our projected revenues, earnings or earnings per share, as well as management’s short-term and long-term performance goals;
 
    projected trends or potential changes in our asset quality, loan delinquencies, charge-offs, reserves, asset valuations, capital ratios or financial performance measures;
 
    our plans and strategies, including the expected results or costs and impact of implementing or changing such plans and strategies;
 
    potential litigation developments and the anticipated impact of potential outcomes of pending legal matters;
 
    the anticipated effects on results of operations or financial condition from recent developments or events; and
 
    any other projections or expressions that are not historical facts.
     We qualify any forward-looking statements entirely by these cautionary factors.
     Actual future results may differ materially from what is projected due to a variety of factors, including, but not limited to:
    potential changes in direction, volatility and relative movement (basis risk) of interest rates, which may affect consumer demand for our products and the management and success of our interest rate risk management strategies;
 
    competition from other financial service providers for experienced managers as well as for customers;
 
    staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force;
 
    the relative profitability of our lending operations;
 
    the valuation and management of our portfolios, including the use of external and internal modeling assumptions we embed in the valuation of those portfolios and short-term swings in the valuation of such portfolios;
 
    borrowers’ refinancing opportunities, which may affect the prepayment assumptions used in our valuation estimates and which may affect loan demand;
 
    unanticipated deterioration in the credit quality or collectibility of our loan and lease assets, including deterioration resulting from the effects of natural disasters;
 
    unanticipated deterioration or changes in estimates of the carrying value of our other assets, including securities;

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    difficulties in delivering products to the secondary market as planned;
 
    difficulties in expanding our businesses and obtaining funding sources as needed;
 
    changes in the value of our lines of business, subsidiaries, or companies in which we invest;
 
    changes in variable compensation plans related to the performance and valuation of lines of business where we tie compensation systems to line-of-business performance;
 
    unanticipated outcomes in litigation;
 
    legislative or regulatory changes, including changes in laws, rules or regulations that affect tax, consumer or commercial lending, corporate governance and disclosure requirements, and other laws, rules or regulations affecting the rights and responsibilities of our Corporation, bank or thrift;
 
    regulatory actions that impact our Corporation, bank or thrift, including the memorandum of understanding entered into as of March 1, 2007 between Irwin Union Bank and Trust and the Federal Reserve Bank of Chicago;
 
    changes in the interpretation of regulatory capital or other rules;
 
    the availability of resources to address changes in laws, rules or regulations or to respond to regulatory actions;
 
    changes in applicable accounting policies or principles or their application to our business or final audit adjustments, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;
 
    the final disposition of our remaining assets and obligations of our discontinued mortgage banking segment; or
 
    governmental changes in monetary or fiscal policies.
     We undertake no obligation to update publicly any of these statements in light of future events, except as required in subsequent reports we file with the Securities and Exchange Commission (SEC).
Strategy
     Our strategy is to position the Corporation as an interrelated group of specialized financial services companies serving niche markets of small businesses and consumers while optimizing the productivity of our capital. Our strategic objective is to create well-controlled profitability and growth. We do this by focusing on customers’ needs in order to generate revenues, being cost efficient and having strong risk management systems. We believe we must continually balance these goals in order to deliver long-term value to all of our stakeholders.
     We have developed five tactics to meet these goals:
     1. Identify market niches. We focus on product or market niches in financial services where our understanding of customer needs and ability to meet them creates added value that permits us not to have to compete primarily on price. We do not believe it is necessary to be the largest or leading market share company in any of our product lines to earn an adequate risk-adjusted return, but we do believe it is important that we are viewed as a preferred provider in niche segments of those product offerings.
     2. Attract, develop and retain exceptional management with niche expertise. We participate in lines of business only when we have attracted senior managers who have proven track records in the niche for which they are responsible. Our structure allows the senior managers of each line of business to focus their efforts on understanding their customers, meeting the needs of the markets they serve cost effectively, and identifying and controlling the risks inherent in their activities. This structure also promotes accountability among managers of each segment. We attempt to create a mix of short-term and long-term incentives that provide these managers with the incentive to achieve well-controlled, profitable growth over the long term.

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     3. Diversify capital and earnings risk. We diversify our revenues, credit risk, and application of capital across complementary lines of business and across different regions as a key part of our risk management. For example, the customers of our commercial bank have different growth and risk profiles in the Midwest and West. These markets perform differently due to differences in local economies, affecting both demand and credit quality of our products. Our home equity segment lends to consumers on a national basis, building a diversified portfolio where demand and credit quality fluctuate depending, in part, on local market conditions. Our customers’ credit needs are cyclical, but when combined in an appropriate mix, we believe they provide sources of diversification and opportunities for growth in a variety of economic conditions.
     4. Reinvest for growth. We reinvest on an ongoing basis in the development of new product and market opportunities. We are biased toward seeking new growth through organic expansion of existing lines of business. At times we will initiate a new line through a start-up, with highly qualified managers we select to focus on a single line of business. Over the past ten years, we have made only a few acquisitions. Those have typically not been in competitive bidding situations.
     5. Create and maintain risk management systems appropriate to our size, scale and scope. Increasingly, banks of all sizes have seen the need to enhance their risk management systems. These systems are an integral part of a well-managed banking organization and are as important to our future success as hiring good people and offering products and services in attractive niches. We are engaged in a multiyear process of enhancing our management depth and systems for assuring that we operate our businesses within the risk appetite established by our board of directors. The system we are creating provides centralized guidance and support from staff with demonstrated risk management expertise, who serve as an independent perspective assessing and assisting the risk management processes and systems that are an integral part of each of our managers’ responsibilities.
     We believe long-term growth and profitability will result from our endeavors to pursue commercial and consumer lending niches, our experienced management, our diverse product and geographic markets and our focus on risk management systems.
Critical Accounting Policies
     Accounting estimates are an integral part of our financial statements and are based upon our current judgments. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ from our current judgments or that our use of different assumptions could result in materially different estimates. Our Annual Report on Form 10-K for the year ended 2006 provides a description of the critical accounting policies we apply to material financial statement items, all of which require the use of accounting estimates and/or judgment.
Consolidated Overview
                         
    For the Three Months Ended
    March 31,
    2007   2006   % Change
Net (loss) income from continuing operations (in thousands)
  $ (6,094 )   $ 8,690     NM
Net loss including discontinued operations (in thousands)
    (10,129 )     (1,858 )     -445.2 %
Basic earnings per share from continuing operations
    (0.22 )     0.30     NM
Basic earnings per share including discontinued operations
    (0.35 )     (0.06 )     -483.3 %
Diluted earnings per share from continuing operations
    (0.22 )     0.30     NM
Diluted earnings per share including discontinued operations
    (0.36 )     (0.07 )     -414.3 %
Return on average equity from continuing operations
    (4.7 )%     6.8 %   NM
Return on average assets from continuing operations
    (0.4 )%     0.5 %   NM
     As discussed below, the financial statements, footnotes, schedules and discussion within this report have been reformatted to conform to the presentation required for “discontinued operations” pursuant to the sale of the assets of our mortgage banking line of business and specifically exclude results for those operations now designated “Discontinued Operations”.
Consolidated Income Statement Analysis
Net Income From Continuing Operations
     We recorded a net loss from continuing operations of $6.1 million for the three months ended March 31, 2007, down $14.8 million from net income from continuing operations of $8.7 million for the three months ended March 31, 2006. Net loss per share from continuing operations (diluted) was $0.22 for the quarter ended March 31, 2007, compared to net income per share of $0.30 for the

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first quarter of 2006. Return on equity from continuing operations was (4.7)% for the three months ended March 31, 2007 and 6.8% for the same period in 2006. Our consolidated performance in the first quarter of 2007 was negatively affected primarily by three factors: a loss in the home equity segment as a result of a disruption in the secondary markets, an impaired commercial credit, and slow loan and deposit growth in commercial banking. The disruption in the consumer mortgage market has been more significant than most observers had predicted and there are now fewer buyers for non-conforming mortgage products. Secondly, we determined that a large loan in Michigan was impaired due to apparent misrepresentations about collateral by the borrower discovered during the first quarter of 2007. This appears to have been an isolated event. Finally, we believe the slowing of growth in the commercial banking segment is attributable to a combination of decreased demand and some turn-over in our local market leadership of established branches primarily in the Midwest.
Net Interest Income From Continuing Operations
     Net interest income from continuing operations for the three months ended March 31, 2007 totaled $66 million, up 7% from the first quarter 2006 net interest income of $62 million. Net interest margin for the three months ended March 31, 2007 was 4.66% up slightly compared to 4.58% for the same period in 2006. The following table shows our daily average consolidated balance sheet for continuing and discontinued operations, interest rates and interest differential at the dates indicated:
                                                 
    For the Three Months Ended March 31,  
    2007     2006  
                    Annualized                     Annualized  
    Average             Yield/     Average             Yield/  
    Balance     Interest     Rate     Balance     Interest     Rate  
                    (Dollars in thousands)                  
Assets
                                               
Interest-earning assets:
                                               
Interest-bearing deposits with financial institutions
  $ 56,768     $ 680       4.86 %   $ 78,254     $ 617       3.20 %
Federal funds sold
    1,386       20       5.85 %     2,774       26       3.80 %
Residual interests
    10,155       270       10.78 %     18,797       664       14.33 %
Investment securities
    130,070       1,777       5.54 %     107,016       868       3.29 %
Loans held for sale
    269,832       5,626       8.46 %     1,236,739       25,228       8.27 %
Loans and leases, net of unearned income (1)
    5,255,104       119,489       9.22 %     4,628,111       98,095       8.60 %
     
Total interest earning assets
    5,723,315     $ 127,862       9.06 %     6,071,691     $ 125,498       8.38 %
Noninterest-earning assets:
                                               
Cash and due from banks
    72,781                       106,670                  
Premises and equipment, net
    36,782                       31,485                  
Other assets
    306,319                       516,073                  
Less allowance for loan and lease losses
    (77,096 )                     (61,960 )                
 
                                           
Total assets
  $ 6,062,101                     $ 6,663,959                  
 
                                           
Liabilities and Shareholders’ Equity
                                               
Interest-bearing liabilities:
                                               
Money market checking
  $ 298,977     $ 1,780       2.41 %   $ 428,978     $ 2,489       2.35 %
Money market savings
    1,128,166       12,481       4.49 %     1,143,100       10,771       3.82 %
Regular savings
    125,004       678       2.20 %     137,560       548       1.62 %
Time deposits
    1,483,026       18,512       5.06 %     1,529,061       15,874       4.21 %
Short-term borrowings
    645,767       8,428       5.29 %     718,464       10,156       5.73 %
Collateralized debt
    1,141,472       15,815       5.62 %     892,633       11,111       5.05 %
Other long-term debt
    233,887       4,380       7.59 %     264,723       5,988       9.17 %
     
Total interest-bearing liabilities
  $ 5,056,299     $ 62,074       4.98 %   $ 5,114,519     $ 56,937       4.51 %
Noninterest-bearing liabilities:
                                               
Demand deposits
    369,518                       744,113                  
Other liabilities
    109,131                       286,812                  
Shareholders’ equity
    527,153                       518,515                  
 
                                           
Total liabilities and shareholders’ equity
  $ 6,062,101                     $ 6,663,959                  
 
                                           
Net interest income
          $ 65,788                     $ 68,561          
Net interest income to average interest earning assets
                    4.66 %                     4.58 %
 
                                           
Net interest income from discontinued operations
            (340 )                     6,983          
 
                                           
Net interest income from continuing operations
          $ 66,128                     $ 61,578          
 
                                           
 
(1)   For purposes of these computations, nonaccrual loans are included in daily average loan amounts outstanding.

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Provision for Loan and Lease Losses From Continuing Operations
     The consolidated provision for loan and lease losses for the three months ended March 31, 2007 was $23 million, compared to $9 million for the same period in 2006. More information on this subject is contained in the section on “credit risk.”
Noninterest Income From Continuing Operations
     Noninterest income during the first quarter of 2007 totaled $(0.8) million, compared to $14 million for the first three months of 2006. The decrease related primarily to the home equity line of business where there were valuation adjustments on loans held for sale of $8 million during the first quarter of 2007. Also at the home equity business, servicing revenue declined by $1 million and derivative gains declined by $3 million during the first quarter of 2007 compared to 2006. Details related to these fluctuations are discussed later in the “home equity lending” section of this document.
Noninterest Expense From Continuing Operations
     Noninterest expenses for the three months ended March 31, 2007 totaled $52 million, down slightly from $53 million for the same period in 2006.
Income Tax Provision From Continuing Operations
     Income tax benefit for the three months ended March 31, 2007 totaled $4 million, compared to tax provision of $5 million during the same period in 2006. Our effective tax rate was 40% during the first quarter of 2007, compared to 36% during the same period in 2006.
Consolidated Balance Sheet Analysis
     Total assets at March 31, 2007 were $6.0 billion, down 4% from December 31, 2006. Average assets for the first quarter of 2007 were $6.1 billion, down 7% from the average assets for the year 2006. The decline in the consolidated average balance sheet reflects the sale of the majority of the mortgage banking line of business assets. At March 31, 2007 $41 million of assets from our mortgage banking segment were classified as assets held for sale on our balance sheet pending the planned sale of these assets.
Investment Securities
     The following table shows the composition of our investment securities at the dates indicated:
                 
    March 31,     December 31,  
    2007     2006  
    (Dollars in thousands)  
U.S. Treasury and government obligations
  $ 13,830     $ 13,730  
Obligations of states and political subdivisions
    3,436       3,545  
Mortgage-backed securities
    49,937       45,187  
Other
    67,494       65,968  
 
           
Total
  $ 134,697     $ 128,430  
 
           
     Included within the “other” category were $63 million at March 31, 2007 and December 31, 2006 of FHLBI and Federal Reserve Bank stock, which are redeemable at cost.
Loans Held For Sale
     Loans held for sale totaled $45 million at March 31, 2007, a decrease from a balance of $238 million at December 31, 2006. The reduction occurred primarily at our home equity line of business where we reclassified $167 million of mortgage loans held for sale to held for investment reflecting our decision not to sell into weak secondary market conditions. Details related to this reclassification are discussed later in the “home equity lending” section of this document.

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Loans and Leases
     Our commercial loans and leases are originated throughout the United States and Canada. At March 31, 2007, 94% of our loan and lease portfolio was associated with our U.S. operations. We also extend credit to consumers throughout the United States through mortgages, installment loans and revolving credit arrangements. Loans by major category for the periods presented were as follows:
                 
    March 31,   December 31,
    2007   2006
    (Dollars in thousands)
Commercial, financial and agricultural
  $ 2,258,059     $ 2,249,988  
Residential real estate-construction
    379,064       377,601  
Residential real estate-mortgage
    1,685,549       1,522,616  
Consumer
    29,600       31,581  
Commercial financing
               
Franchise financing
    696,445       699,969  
Domestic leasing
    302,080       296,056  
Canadian leasing
    367,687       358,783  
Unearned income
               
Franchise financing
    (215,153 )     (211,480 )
Domestic leasing
    (43,433 )     (42,782 )
Canadian leasing
    (45,120 )     (44,139 )
     
Total
  $ 5,414,778     $ 5,238,193  
     
Allowance for Loan and Lease Losses
     Changes in the allowance for loan and lease losses are summarized below:
                 
    March 31, 2007   December 31, 2006
    And the Quarter   And the Year
    Then Ended   Then Ended
    (Dollars in thousands)
Balance at beginning of year
  $ 74,468     $ 59,223  
Provision for loan and lease losses
    23,208       35,101  
Charge-offs
    (15,167 )     (30,810 )
Recoveries
    2,697       11,208  
Reduction due to reclassification or sale of loans
    (351 )     (246 )
Foreign currency adjustment
    21       (8 )
     
Balance at end of period
  $ 84,876     $ 74,468  
     
Deposits
     Total deposits for the first quarter of 2007 averaged $3.4 billion compared to deposits for the year 2006 that averaged $4.0 billion. Demand deposits for the first quarter of 2007 averaged $370 million, a 51% decrease over the average balance for the year 2006. Demand deposits totaling $0.4 billion in 2006 related to deposits at Irwin Union Bank and Trust Company (IUBT) which were associated with escrow accounts held on loans in the servicing portfolio at the discontinued mortgage banking line of business. These escrow accounts were transferred out of IUBT in early 2007 in connection with the transfer of mortgage servicing rights at the mortgage banking line of business.
     Irwin Union Bank and Trust utilizes institutional broker-sourced deposits as funding from time to time to supplement deposits solicited through branches and other wholesale funding sources. At March 31, 2007, institutional broker-sourced deposits totaled $0.6 billion, compared to $0.5 billion at December 31, 2006.

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Short-Term Borrowings
     Short-term borrowings during the first quarter of 2007 averaged $646 million compared to an average of $718 million for the year 2006. Short-term borrowings totaled $619 million at March 31, 2007 compared to $602 million at December 31, 2006. The decrease in average short-term borrowings in the first quarter relative to 2006 relates to securitized financing activities at the home equity lending line of business during the 2006. Proceeds from these financings were used to pay down short-term borrowings.
     Federal Home Loan Bank borrowings averaged $426 million for the quarter ended March 31, 2007, with an average rate of 5.09% and the balance at March 31, 2007 was $537 million at an interest rate of 5.10%. The maximum outstanding during any month end during 2007 was $537 million. Federal Home Loan Bank borrowings averaged $322 million for the year ended December 31, 2006, with an average rate of 4.90% and the balance at December 31, 2006 was $372 million at an interest rate of 5.02%. The maximum outstanding during any month end during 2006 was $609 million.
     Federal Funds borrowings averaged $204 million for the quarter ended March 31, 2007, with an average rate of 4.56%. The balance at March 31, 2007 was $82 million at an interest rate of 4.33%. The maximum outstanding during any month end during 2007 was $235 million. Federal Funds borrowings averaged $167 million for the year ended December 31, 2006, with an average rate of 4.18%. The balance at March 31, 2006 was $231 million at an interest rate of 3.50%. The maximum outstanding during any month end during 2006 was $280 million.
Collateralized and Other Long-Term Debt
     Collateralized borrowings totaled $1.1 billion at March 31, 2007, down slightly from $1.2 billion at December 31, 2006. The bulk of these borrowings resulted from securitization of portfolio loans at the home equity lending line of business that results in loans remaining as assets and debt being recorded on the balance sheet. The securitization debt represents match-term funding for these loans.
     Other long-term debt totaled $234 million at March 31, 2007 and December 31, 2006. We have obligations represented by subordinated debentures totaling $204 million with our wholly-owned trusts that were created for the purpose of issuing these securities. The subordinated debentures were the sole assets of the trusts at March 31, 2007. In accordance with FASB Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities” (revised December 2004), we deconsolidate the wholly-owned trusts that issued the trust preferred securities. As a result, these securities are no longer consolidated on our balance sheet. Instead, the subordinated debentures held by the trusts are disclosed on the balance sheet as “other long-term debt.”
Capital
     Shareholders’ equity averaged $527 million during the first quarter of 2007, relatively unchanged from the average for the year 2006. Shareholders’ equity balance of $513 million at March 31, 2007 represented $16.92 per common share, compared to $17.30 per common share at December 31, 2006. We paid $3.5 million in common dividends in the first quarter of 2007, reflecting an increase of $0.01 per share compared to a year ago. We also paid $0.4 million in preferred dividends on our noncumulative perpetual preferred stock during the first quarter of 2007.
     The following table sets forth our capital and regulatory capital ratios at the dates indicated:
                 
    March 31,     December 31,  
    2007     2006  
    (Dollars in thousands)  
Tier 1 capital
  $ 687,341     $ 712,403  
Tier 2 capital
    132,283       125,351  
 
           
Total risk-based capital
  $ 819,624     $ 837,754  
 
           
Risk-weighted assets
  $ 6,095,652     $ 6,258,927  
Risk-based ratios:
               
Tier 1 capital
    11.3 %     11.4 %
Total capital
    13.5       13.4  
Tier 1 leverage ratio
    11.3       11.5  
Ending shareholders’ equity to assets
    8.5       8.5  
Average shareholders’ equity to assets
    8.7       8.1  

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     At March 31, 2007, our total risk-adjusted capital ratio was 13.5% exceeding our internal minimum at Irwin Union Bank and Trust of 12.0%. At December 31, 2006, our total risk-adjusted capital ratio was 13.4%. Our ending equity to assets ratio at March 31, 2007 was 8.5% unchanged from December 31, 2006. Our Tier 1 capital totaled $687 million as of March 31, 2007, or 11.3% of risk-weighted assets.
     Retained earnings increased by $1.7 million during the quarter reflecting the impact of our adoption of FAS 156 related to accounting for mortgage servicing rights. In accordance with this newly-effective pronouncement, we recorded as a cumulative-effect in fair value adjustment to retained earnings as of the beginning of the year.
Cash Flow Analysis
     Our cash and cash equivalents decreased $84 million during the first quarter of 2007 compared to an increase of $12 million during the same period in 2006. Cash flows from operating activities provided $102 million in cash and cash equivalents in the first quarter of 2007 compared to the first quarter of 2006 when our operations provided $72 million in cash and cash equivalents. The largest contributor to this increase was the decline in our accounts receivable related to collections on our servicing sales. Cash flows from financing activities declined $168 million in the first quarter of 2007 compared to an increase during the same period in the prior year of $164 million. This decline in cash from financing activities relates primarily to the decrease in escrow deposits in connection with the sale of the mortgage banking line of business.
Earnings Outlook
     We do not provide specific earnings or earnings per share guidance. Our strategy is to seek opportunities for well-controlled, profitable growth by serving niche markets while attempting to mitigate the impact of changes in interest rates and economic conditions on our credit retained portfolios. We believe this strategy can, over time, provide above market growth rates in earnings per share and return on equity. Prior to 2005, a meaningful amount of our earnings, in many years, came from our conforming conventional first mortgage segment. We decided to exit this line of business in 2006. Opportunities in our remaining three segments continue to grow across the U.S. and, in our commercial finance segment, also in Canada. We believe this growth will contribute in a meaningful way to the Corporation’s future success.
     Home equity is an important segment for us, although it is currently performing at an unacceptable level. The segment provides credit and geographic diversification for commercial portfolios. We also believe it can play an important role in internal capital generation in the long run, allowing us simultaneously to earn a good return on the capital deployed in the segment and, by turning its balance sheet frequently, to generate excess capital to grow the commercial segments. We are in the midst of significant structural changes in this segment and currently the external market environment is undergoing extensive disruption. Nonetheless, as our initiatives take hold and the external market environment normalizes, we believe that this segment can achieve both our financial goals of double digit earnings growth and a return in excess of the cost of capital.
     Our consolidated performance in the first quarter of 2007 was negatively affected by three factors: a loss in the home equity segment as a result of a disruption in the secondary markets, an impaired commercial credit, and slow loan and deposit growth in commercial banking. The disruption in the consumer mortgage market has been more significant than most observers had predicted and there are now fewer buyers for non-conforming mortgage products. We believe, however, that over time liquidity will be restored for non-conforming mortgages with prime or near-prime credit risk. Secondly, we determined that a large loan in Michigan was impaired due to apparent misrepresentations about collateral by the borrower discovered during the first quarter of 2007. This appears to have been an isolated event. We have taken steps to retrain on best practices in collateral review procedures and have embarked on an extensive review of all material commercial credits in Michigan by our credit risk management staff and intend to push our improved practices throughout our footprint. Finally, we believe the slowing of growth in the commercial banking segment is attributable to a combination of decreased demand and some turn-over in our local market leadership of established branches primarily in the Midwest. We have continued to get good growth in our newer markets in the West and we have put in place new processes which we believe will enhance growth in coming quarters.
     As discussed in Note 2 to the Financial Statements, we are reporting the results of mortgage banking business as discontinued operations.

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Earnings by Line of Business
     Irwin Financial Corporation is composed of three principal lines of business:
    Commercial Banking
 
    Commercial Finance
 
    Home Equity Lending
     The following table summarizes our net income (loss) by line of business for the periods indicated:
                 
    Three Months Ended
    March 31,
    2007   2006
    (Dollars in thousands)
Net income (loss):
               
Commercial Banking
  $ 3,163     $ 6,762  
Commercial Finance
    2,591       2,891  
Home Equity Lending
    (10,149 )     1,034  
Other (including consolidating entries)
    (1,699 )     (1,997 )
     
Net (loss) income from continuing operations
    (6,094 )     8,690  
Discontinued operations
    (4,035 )     (10,548 )
     
Net loss
  $ (10,129 )   $ (1,858 )
     
Commercial Banking
     The following table shows selected financial information for our commercial banking line of business:
                 
    Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands)  
Selected Income Statement Data:
               
Interest income
  $ 57,473     $ 53,485  
Interest expense
    (27,887 )     (23,623 )
     
Net interest income
    29,586       29,862  
Provision for loan and lease losses
    (4,641 )     (1,476 )
Other income
    3,947       4,268  
     
Total net revenue
    28,892       32,654  
Operating expense
    (24,291 )     (21,471 )
     
Income before taxes
    4,601       11,183  
Income taxes
    (1,438 )     (4,421 )
     
Net income
  $ 3,163     $ 6,762  
     
 
               
Performance Ratios:
               
Return on Average Equity
    5.56 %     13.87 %
                 
    March 31,   December 31,
    2007   2006
    (Dollars in thousands)
Selected Balance Sheet Data at End of Period:
               
Assets
  $ 3,245,400     $ 3,103,547  
Securities and short-term investments
    249,211       55,116  
Loans and leases
    2,895,784       2,901,029  
Allowance for loan and lease losses
    (26,928 )     (27,113 )
Deposits
    2,816,745       2,635,380  
Shareholder’s equity
    232,314       241,556  
Daily Averages:
               
Assets
  $ 3,108,610     $ 3,143,439  
Loans and leases
    2,894,326       2,797,853  
Allowance for loan and lease losses
    (27,333 )     (26,175 )
Deposits
    2,721,869       2,826,446  
Shareholder’s equity
    230,498       218,076  
Shareholder’s equity to assets
    7.41 %     6.95 %

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  Overview
     Our commercial banking line of business focuses on providing credit, cash management and personal banking products to small businesses and business owners. We offer commercial banking services through our banking subsidiaries, Irwin Union Bank and Trust Company, an Indiana state-chartered commercial bank, and Irwin Union Bank, F.S.B., a federal savings bank.
Portfolio Characteristics
     The following tables show the geographic composition of our commercial banking loans and our core deposits:
                                                 
    March 31,   December 31,
    2007   2006
                    Weighted                   Weighted
    Loans   Percent   Average   Loans   Percent   Average
Markets   Outstanding   of Total   Coupon   Outstanding   of Total   Coupon
      (Dollars in thousands)
Indianapolis
  $ 558,370       19.3 %     7.6 %   $ 561,343       19.3 %     7.6 %
Western and Central Michigan
    497,433       17.2       7.7       519,348       17.9       7.7  
Southern Indiana
    456,454       15.8       7.2       475,051       16.4       7.2  
Phoenix
    442,131       15.3       7.8       452,919       15.6       7.9  
Las Vegas
    160,863       5.6       8.2       154,218       5.3       8.1  
Other
    780,533       26.8       7.8       738,150       25.5       7.9  
               
Total
  $ 2,895,784       100.0 %     7.7 %   $ 2,901,029       100.0 %     7.7 %
                 
                                                 
                    Weighted                   Weighted
    Core   Percent   Average   Core   Percent   Average
    Deposits   of Total   Coupon   Deposits   of Total   Coupon
                 
Indianapolis
  $ 230,629       9.8 %     3.1 %   $ 259,835       10.8 %     2.4 %
Western and Central Michigan
    222,641       9.4       3.6       231,666       9.7       3.4  
Southern Indiana
    737,131       31.2       3.1       630,060       26.3       2.8  
Phoenix
    177,878       7.5       3.6       179,502       7.5       3.4  
Las Vegas
    428,279       18.1       4.3       467,708       19.5       4.1  
Other
    564,024       24.0       3.7       631,268       26.2       3.5  
                 
Total
  $ 2,360,582       100.0 %     3.5 %   $ 2,400,039       100.0 %     3.3 %
                 
Net Income
     Commercial banking net income totaled $3.2 million during the first quarter of 2007, compared to $6.8 million for the same period in 2006. The biggest contributor to this decline is higher loan loss provisions during the first quarter of 2007 discussed in more detail below.
Net Interest Income
     The following table shows information about net interest income for our commercial banking line of business:
                 
    Three Months Ended March 31,
    2007   2006
    (Dollars in thousands)
Net interest income
  $ 29,586     $ 29,862  
Average interest earning assets
    3,005,995       3,039,589  
Net interest margin
    3.99 %     3.98 %
     Net interest income was $30 million for the first quarter of 2007, unchanged compared to the first quarter of 2006. Net interest margin is computed by dividing net interest income by average interest earning assets. Net interest margin for the three months ended March 31, 2007 was 3.99%, compared to 3.98% for the same period in 2006.

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Provision for Loan and Lease Losses
     Provision for loan and lease losses increased to $4.6 million during the first quarter of 2007, compared to a provision of $1.5 million during the same period in 2006. The increased provision relates primarily to charge offs related to a commercial credit in Michigan. With respect to this credit, we believe the borrower will be unable to repay the majority of the loan as we recently discovered what we believe were misrepresentations about collateral offered for the loan. As such, we took a charge-off of $4.1 million related specifically to this loan during the first quarter. With the exception of this loan, credit quality at the commercial banking line of business declined modestly during the first quarter, but is still consistent with our historic experiences. Charge offs associated with all other loans in this line of business totaled 0.10% in the first quarter. See further discussion in the “Credit Quality” section later in the document.
Noninterest Income
     The following table shows the components of noninterest income for our commercial banking line of business:
                 
    Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands)  
Trust fees
  $ 573     $ 501  
Service charges on deposit accounts
    868       959  
Insurance commissions, fees and premiums
    585       649  
Gain from sales of loans
    457       429  
Loan servicing fees
    384       386  
Amortization of servicing assets
    (279 )     (242 )
Brokerage fees
    352       298  
Other
    1,007       1,288  
 
           
Total noninterest income
  $ 3,947     $ 4,268  
 
           
     Noninterest income during the first quarter of 2007 decreased 8% over 2006. This decrease was due primarily to a $0.2 million loss on sale of other real estate owned (OREO) during the first quarter. The commercial banking line of business has a first mortgage servicing portfolio totaling $469 million, principally a result of mortgage loan production in its south-central Indiana markets.
Operating Expenses
     The following table shows the components of operating expenses for our commercial banking line of business:
                 
    Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands)  
Salaries and employee benefits
  $ 14,353     $ 13,488  
Other expenses
    9,938       7,983  
 
           
Total operating expenses
  $ 24,291     $ 21,471  
 
           
Efficiency ratio
    72.4 %     62.9 %
Number of employees at period end(1)
    592       597  
 
(1)   On a full time equivalent basis.
     Operating expenses for the three months ended March 31, 2007 totaled $24 million, an increase of 13% over the same period in 2006. The increase in operating expenses is primarily due to increased compensation-related costs and premises and equipment costs due to our recent office expansions and support staff.
Balance Sheet
     Total assets for the quarter ended March 31, 2007 were $3.2 billion, compared to $3.1 million at December 31, 2006. Earning assets for the quarter ended March 31, 2007 averaged $3.0 billion, unchanged from the year 2006. Average core deposits for the first quarter of 2007 totaled $2.3 billion, a decrease of 1% over average core deposits in the fourth quarter 2006.

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Table of Contents

Credit Quality
     The allowance for loan losses to total loans is 0.93% at March 31, 2007, unchanged from December 31, 2006. Total nonperforming assets increased $4.2 million in 2007 versus year end 2006. Other real estate owned decreased $1.8 million compared to the year-end 2006 balance. Nonperforming loans are not significantly concentrated in any industry category, although a greater than average amount of our nonperforming loans are located in our Michigan markets. The increase in charge-offs and increase in provision for loan losses relates primarily to a single commercial credit in the Michigan market. With respect to this credit, we believe the borrower will be unable to repay the majority of the loan as we recently discovered what we believe were misrepresentations about collateral offered for the loan. As such, we are taking a charge-off of $4.1 million related specifically to this loan during the first quarter. Charge offs associated with all other loans in this line of business totaled 0.10% in the first quarter. The following table shows information about our nonperforming assets in this line of business and our allowance for loan losses.
                 
    March 31,     December 31,  
    2007     2006  
    (Dollars in thousands)  
Nonperforming loans
  $ 20,445     $ 14,455  
Other real estate owned
    2,667       4,423  
 
           
Total nonperforming assets
  $ 23,112     $ 18,878  
 
           
Nonperforming assets to total assets
    0.71 %     0.61 %
Allowance for loan losses
  $ 26,928     $ 27,113  
Allowance for loan losses to total loans
    0.93 %     0.93 %
                 
    March 31,
    2007   2006
For the Period Ended:
               
Provision for loan losses
  $ 4,641     $ 1,476  
Net charge-offs
    4,826       591  
Net charge-offs to average loans
    0.68 %     0.09 %
     The following table shows the ratio of nonperforming assets to total loans by market for the periods indicated:
                 
    March 31,   December 31,
Markets   2007   2006
Indianapolis
    0.73 %     0.24 %
Western and Central Michigan
    2.97 %     2.72 %
Southern Indiana
    0.15 %     0.14 %
Phoenix
    0.38 %     0.52 %
Las Vegas
    0.00 %     0.00 %
Other
    0.25 %     0.06 %
 
               
Total
    0.80 %     0.65 %
 
               

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Commercial Finance
     The following table shows selected financial information for our commercial finance line of business for the periods indicated:
                 
    Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands)  
Selected Income Statement Data:
               
Net interest income
  $ 12,008     $ 9,692  
Provision for loan and lease losses
    (3,479 )     (1,164 )
Noninterest income
    2,791       2,149  
       
Total net revenue
    11,320       10,677  
Operating expense
    (7,134 )     (5,937 )
       
Income before taxes
    4,186       4,740  
Income taxes
    (1,595 )     (1,849 )
       
Net income
  $ 2,591     $ 2,891  
 
           
Selected Operating Data:
               
Net charge-offs
  $ 1,946     $ 747  
Net interest margin
    4.64 %     4.67 %
Total funding of loans and leases
  $ 128,835     $ 120,082  
Loans sold
    27,393       12,074  
Return on average equity
    11.83 %     18.48 %
                 
    March 31,   December 31,
    2007   2006
    (Dollars in thousands)
Selected Balance Sheet Data at End of Period:
               
Total assets
  $ 1,071,924     $ 1,073,552  
Loans and leases
    1,062,506       1,056,406  
Allowance for loan and lease losses
    (14,730 )     (13,525 )
Shareholders’ equity
    90,827       88,587  
Overview
     We established this line of business in 1999. We offer commercial finance products and services through our banking subsidiary, Irwin Union Bank and Trust, an Indiana state-chartered commercial bank and its direct and indirect subsidiaries. In this segment, we provide small ticket, primarily full payout lease financing on a variety of small business equipment in the United States and Canada as well as equipment and leasehold improvement financing for franchisees (mainly in the quick service restaurant sector) in the United States. In 2006, we expanded our product line to include professional practice financing and information technology leasing to middle and upper middle market companies throughout the United States and Canada.
     We provide cost-competitive, service-oriented financing alternatives to small businesses generally and to franchisees. We utilize direct and indirect sales forces to distribute our products. In the small ticket lease channel, with an average lease size of approximately $30 thousand in our portfolio, our sales efforts focus on providing lease solutions for vendors and manufacturers. The majority of our leases are full payout (no residual), small-ticket assets secured by commercial equipment. We finance a variety of commercial, light industrial and office equipment types and limit the concentrations in our loan and lease portfolios. Within the franchise channel, the financing of equipment and real estate is structured as loans and the loan amounts average approximately $500 thousand.

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Table of Contents

Portfolio Characteristics
     The following tables show the geographic composition of our commercial finance loans and leases:
                 
    March 31,   December 31,
    2007   2006
United States
               
 
               
California
    12.9 %     12.4 %
Texas
    6.4       5.9  
New York
    4.6       5.0  
Florida
    4.0       4.0  
All other states
    41.8       42.8  
 
               
Total United States
    69.6 %     70.1 %
 
               
 
               
Canada
               
 
               
Ontario
    7.3 %     7.3 %
British Columbia
    7.2       7.0  
Quebec
    7.0       7.1  
Alberta
    6.0       5.8  
All other provinces
    2.8       2.6  
 
               
Total Canada
    30.4 %     29.9 %
 
               
Total
    100.0 %     100.0 %
 
               
Total Portfolio
  $ 1,062,506     $ 1,056,406  
     The following table provides certain information about the loan and lease portfolio of our commercial finance line of business at the dates shown:
                 
    March 31,   December 31,
    2007   2006
    (Dollars in thousands)
Domestic franchise loans
  $ 481,291     $ 488,489  
Weighted average coupon
    9.45 %     8.79 %
Delinquency ratio
    0.21       0.16  
Domestic leases
  $ 258,647     $ 253,274  
Weighted average coupon
    10.76 %     10.32 %
Delinquency ratio
    1.79       1.72  
Canadian leases (1)
  $ 322,568     $ 314,644  
Weighted average coupon
    9.17 %     9.13 %
Delinquency ratio
    0.31       0.36  
 
(1)   In U.S. dollars.

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Net Income
     During the three months ended March 31, 2007, the commercial finance line of business had net income of $2.6 million, compared to income of $2.9 million in the same period in the prior year. The 2007 decline in earnings is attributable primarily to higher loan loss provision related to our domestic small ticket leasing business as well as higher compensation and related expenses.
Net Interest Income
     The following table shows information about net interest income for our commercial finance line of business:
                 
    Three Months Ended March 31,
    2007   2006
    (Dollars in thousands)
Net interest income
  $ 12,008     $ 9,692  
Average interest earning assets
    1,049,950       841,260  
Net interest margin
    4.64 %     4.67 %
     Net interest income was $12 million for the quarter ended March 31, 2007, an increase of 24% over 2006. The improvement in net interest income resulted primarily from growth in our commercial finance portfolio. The total loan and lease portfolio has grown to $1.1 billion at March 31, 2007, an increase of 1% over year-end 2006 and an increase of 24% over March 31, 2006. This line of business originated $129 million in loans and leases during the first quarter of 2007, compared to $120 million during the same period of 2006.
     Net interest margin is computed by dividing net interest income by average interest earning assets. Net interest margin for the first quarter of 2007 was 4.64% a slight decline compared to 4.67% in 2006 for the same period.
Provision for Loan and Lease Losses
     The provision for loan and lease losses increased to $3.5 million during the first three months in 2007 compared to $1.2 million for the same period in 2006. The increased provisioning levels relate primarily to the domestic small ticket leasing component of the commercial finance portfolio.
Noninterest Income
     The following table shows the components of noninterest income for our commercial finance line of business:
                 
    Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands)  
Gain from sales of loans
  $ 1,571     $ 754  
Derivative losses, net
    (16 )     (53 )
Other
    1,236       1,448  
 
           
Total noninterest income
  $ 2,791     $ 2,149  
 
           
     Noninterest income during the three months ended March 31, 2007 increased $0.6 million over the same period in 2006. Included in noninterest income were gains from sales of $27 million in whole loans that totaled $1.6 million in the first quarter of 2007 compared to $0.8 million during the same period in 2006. In addition to whole loan sales, we also sold $25 million in partial interests of our franchise loan portfolio.

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Operating Expenses
     The following table shows the components of operating expenses for our commercial finance line of business:
                 
    Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands)  
Salaries and employee benefits
  $ 4,583     $ 3,527  
Other
    2,551       2,410  
 
           
Total operating expenses
  $ 7,134     $ 5,937  
 
           
Efficiency ratio
    52.54 %     50.14 %
Number of employees at period end (1)
    211       177  
 
(1)   On a full time equivalent basis.
     Operating expenses during the first quarter in 2007 totaled $7.1 million, a increase of 20% over the same period in 2006. The increased salaries and benefits expense relates to the continued growth in this business, including compensation costs related to higher production levels, infrastructure and staffing development, as well as incentive compensation costs related to profitability.
Credit Quality
     The commercial finance line of business had nonperforming loans and leases at March 31, 2007 of $5.8 million compared to $5.4 million as of December 31, 2006. Net charge-offs recorded by this line of business totaled $1.9 million for the first quarter of 2007 compared to $0.7 million for the first quarter of 2006. Our allowance for loan and lease losses at March 31, 2007 totaled $14.7 million, representing 1.39% of loans and leases, compared to a balance at December 31, 2006 of $13.5 million, representing 1.28% of loans and leases.
     The following table shows information about our nonperforming loans and leases in this line of business and our allowance for loan and lease losses:
                 
    March 31,   December 31,
    2007   2006
    (Dollars in thousands)
Nonperforming loans
  $ 5,752     $ 5,374  
Allowance for loan losses
    14,730       13,525  
Allowance for loan losses to total loans
    1.39 %     1.28 %
                 
    March 31,
    2007   2006
For the Period Ended:   (Dollars in thousands)
Provision for loan losses
  $ 3,479     $ 1,164  
Net charge-offs
    1,946       747  
Annualized net charge-offs to average loans
    0.76 %     0.36 %

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Home Equity Lending
     The following table shows selected financial information for the home equity lending line of business:
                 
    Three Months Ended March 31,
    2007   2006
    (Dollars in thousands)
Selected Income Statement Data:
               
Net interest income
  $ 24,564     $ 23,669  
Provision for loan and lease losses
    (15,088 )     (6,553 )
Noninterest income
    (6,796 )     7,387  
     
Total net revenues
    2,680       24,503  
Operating expenses
    (19,581 )     (22,771 )
     
Income (loss) before taxes
    (16,901 )     1,732  
Income taxes
    6,752       (698 )
     
Net income (loss)
  $ (10,149 )   $ 1,034  
     
Selected Operating Data:
               
Loan volume:
               
Lines of credit
  $ 12,611     $ 63,303  
Loans
    176,609       221,072  
Net home equity charge-offs to average managed portfolio
    3.01 %     1.01 %
Gain on sale of loans to loans sold
    0.17 %     1.70 %
                 
    March 31,   December 31,
    2007   2006
    (Dollars in thousands)
Selected Balance Sheet Data:
               
Total assets
  $ 1,586,174     $ 1,617,219  
Home equity loans and lines of credit(1)
    1,456,230       1,280,497  
Allowance for loan losses
    (43,004 )     (33,614 )
Home equity loans held for sale
    44,549       236,636  
Residual interests
    2,530       2,760  
Mortgage servicing assets
    26,465       28,231  
Short-term borrowings
    478,787       446,163  
Collateralized debt
    878,470       948,939  
Shareholders’ equity
    150,288       155,791  
Selected Operating Data:
               
Total managed portfolio balance
    1,675,660       1,708,975  
Delinquency ratio (2)
    3.0 %     3.2 %
Weighted average coupon rate:
               
Lines of credit
    11.12 %     11.13 %
Loans
    10.82       10.75  
 
(1)   Includes $1.0 billion and $1.1 billion of collateralized loans at March 31, 2007 and December 31, 2006, respectively, as part of securitized financings.
 
(2)   Nonaccrual loans are included in the delinquency ratio.
Overview
     Our home equity lending line of business originates, purchases, sells, and services a variety of mortgage loans nationwide. We offer mortgage products through our banking subsidiary, Irwin Union Bank and Trust, an Indiana state-chartered commercial bank and its direct subsidiary. We market our mortgage loans (generally using second mortgage liens, but also including first mortgage liens) principally through brokers and correspondents, but also through the Internet. We seek to serve creditworthy homeowners who are active credit users.
     We offer mortgage loans with combined loan-to-value (CLTV) ratios of up to 125% of their collateral value to borrowers we believe have prime credit-quality. Mortgage loans are priced using a proprietary model, taking into account, among other factors, the

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credit history of our customer and the relative loan-to-value (LTV) ratio of the loan at origination. For most of our home equity product offerings, we offer customers the choice to accept an early repayment fee in exchange for a lower interest rate. Generally we either sell loans through whole loan sales or we fund these loans on balance sheet through warehouse lines or secured, term financings. In an effort to manage portfolio concentration risk and to comply with existing banking regulations, we have policies in place governing the size of our investment in loans secured by real estate where the LTV is greater than 90%.
Production and Portfolio Characteristics
     For the quarter ended March 31, 2007, loans with loan-to-value ratios greater than 100%, but less than 125% (high LTVs, or HLTVs) constituted 44% of our loan originations and 50% of our managed portfolio for this line of business. HLTVs constituted 47% of our managed portfolio at December 31, 2006. Approximately 68%, or $1.1 billion, of our home equity managed portfolio at March 31, 2007 was originated with early repayment provisions.
     The following table provides a breakdown of our home equity lending managed portfolio by product type, outstanding principal balance and weighted average coupon for the following periods:
                                                 
    March 31, 2007     December 31,2006  
                    Weighted                     Weighted  
                    Average                     Average  
    Amount     % of Total     Coupon     Amount     % of Total     Coupon  
    (Dollars in thousands)  
Loans < 100% CLTV
  $ 478,821       28.58 %     9.02 %   $ 536,387       31.39 %     9.10 %
Lines of credit < 100% CLTV
    297,098       17.72       9.95       319,415       18.69       9.96  
First mortgages < 100% CLTV
    54,604       3.26       7.59       44,727       2.62       7.37  
 
                                       
Total < 100% CLTV
    830,523       49.56       9.26       900,529       52.70       9.32  
Loans > 100% CLTV
    720,215       42.98       12.34       677,119       39.62       12.36  
Lines of credit > 100% CLTV
    94,587       5.65       14.55       101,683       5.95       14.55  
First mortgages > 100% CLTV
    24,197       1.44       8.52       22,916       1.34       8.48  
 
                                       
Total > 100% CLTV
    838,999       50.07       12.48       801,718       46.91       12.53  
Other (including discontinued products)
    6,138       0.37       14.98       6,728       0.39       15.03  
 
                                       
Total managed portfolio
  $ 1,675,660       100.00 %     10.89 %   $ 1,708,975       100.00 %     10.85 %
 
                                       
 
(1)   We define our “Managed Portfolio” as the portfolio of loans ($1.7 billion) that we service and on which we carry credit risk. At March 31, 2007, we also serviced another $1.1 billion of loans for which the credit risk is held by others.

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     The following table shows the composition of our loan volume by categories for the periods indicated:
                 
    Three Months Ended March 31,
Product   2007   2006
    (Funding amount in thousands)
First mortgage loans
               
Funding Amount
    43,776       9,202  
Weighted Average Disposable Income
    4,912       4,640  
Weighted Average FICO score
    687       702  
Weighted Average Coupon
    8.14 %     8.04 %
 
               
First mortgage loans up to 110%
               
Funding Amount
    1,839        
Weighted Average Disposable Income
    3,722        
Weighted Average FICO score
    701        
Weighted Average Coupon
    9.29 %      
 
               
Home equity loans up to 100% CLTV
               
Funding Amount
    53,276       112,229  
Weighted Average Disposable Income
    5,479       5,466  
Weighted Average FICO score
    695       705  
Weighted Average Coupon
    10.27 %     9.81 %
 
               
Home equity loans up to 125% CLTV
               
Funding Amount
    77,719       99,641  
Weighted Average Disposable Income
    4,648       4,297  
Weighted Average FICO score
    700       696  
Weighted Average Coupon
    12.29 %     12.26 %
 
               
Home equity lines of credit up to 100% CLTV
               
Funding Amount
    9,281       58,515  
Weighted Average Disposable Income
    5,900       6,583  
Weighted Average FICO score
    684       700  
Weighted Average Coupon
    10.86 %     8.95 %
 
               
Home equity lines of credit up to 125% CLTV
               
Funding Amount
    3,330       4,788  
Weighted Average Disposable Income
    5,275       5,115  
Weighted Average FICO score
    684       700  
Weighted Average Coupon
    15.36 %     14.16 %
 
               
All Products
               
Funding Amount
    189,220       284,375  
Weighted Average Disposable Income
    4,997       5,246  
Weighted Average FICO score
    695       701  
Weighted Average Coupon
    10.72 %     10.50 %
Net Income
     Our home equity lending business recorded a net loss of $10.1 million during the three months ended March 31, 2007, compared to net income for the same period in 2006 of $1.0 million.

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Net Revenue
     Net revenue for the three months ended March 31, 2007 totaled $2.7 million, compared to net revenue for the three months ended March 31, 2006 of $25 million. The decrease in revenues is primarily a result of higher loan loss provision and lower gains from loan sales.
     During the first quarter of 2007, our home equity lending business produced $189 million of home equity loans, compared to $284 million during the same period in 2006. The decrease in volume principally reflects a decline in acquisitions in the retail channel and reflects disruptions in the secondary markets during the first quarter of 2007. The table below shows our originations by channel for the periods shown:
                 
    For the Three Months Ended March 31,
    2007   2006
    (Dollars in thousands)
Total originations
  $ 189,220     $ 284,375  
Percent broker
    50 %     26 %
Percent correspondent
    38       31  
Percent retail loans
    7       25  
Percent other
    5       18  
     Our home equity lending business had $1.5 billion of net loans and loans held for sale at March 31, 2007, unchanged from December 31, 2006. Included in the loan balance at March 31, 2007 were $1.0 billion of collateralized loans as part of secured financings.
     The following table sets forth certain information regarding net revenue for the periods indicated:
                 
    Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands)  
Net interest income
  $ 24,564     $ 23,669  
Provision for loan losses
    (15,088 )     (6,553 )
Gain on sales of whole loans
    191       2,386  
Valuation adjustment on loans held for sale
    (7,913 )     (453 )
 
           
(Loss) gain on sales of loans
    (7,722 )     1,933  
Loan servicing fees
    5,528       7,722  
Amortization and impairment of servicing assets
    (4,671 )     (5,661 )
Derivative (losses) gains
    (294 )     2,907  
Other income
    363       486  
 
           
Total net revenue
  $ 2,680     $ 24,503  
 
           
     Net interest income increased slightly to $25 million for the three months ended March 31, 2007, compared to $24 million for the same period in 2006. The increase in net interest income is a result of higher weighted average coupon on portfolio during the first quarter of 2007 relative to the same period in 2006.
     Provision for loan losses increased to $15.1 million during the quarter ended March 31, 2007 compared to $6.6 million during the same period in 2006. The increased provision relates to the reclassification of $167 million of mortgage loans held for sale to held for investment reflecting our decision not to sell into weak secondary market conditions. The loans and lines that were moved were originated with the intent to sell into the secondary market, however, conditions in that market deteriorated rapidly during the quarter. It is management’s expectation that conditions will improve, but only gradually and, as a result, determined that it was more appropriate to move these loans. These transferred loans resulted in an increase of $6 million to the provision for loan losses during the first quarter.
     We completed whole loan sales during the first quarter of 2007 of $110 million resulting in gains on sale of loans of $0.2 million compared to loan sales of $140 million resulting in $2.4 million in gains on sale of loans during the same period in 2006. In addition, net charge offs in our loans held for sale classification reduced the gain on sale during the quarter. As mentioned above, $167 million

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of loans were reclassified to held for investment during the quarter. We charged off $7 million related to this pool of loans to mark them to market prior to the reclassification.
     Loan servicing fees totaled $6 million during the first quarter of 2007 compared to $8 million during the same period in 2006. The servicing portfolio underlying the mortgage servicing asset at our home equity lending line of business totaled $1.2 billion and $1.6 billion at March 31, 2007 and 2006, respectively. The decline in servicing fees in 2007 relates to the decline in the segment’s servicing portfolio loan balance.
     Amortization and impairment of servicing assets includes amortization expenses and valuation adjustments relating to the carrying value of servicing assets. Our home equity lending business determines fair value of its servicing asset using discounted cash flows and assumptions as to estimated future servicing income and costs that we believe market participants would use to value similar assets. In addition, we periodically assess these modeled assumptions for reasonableness through independent third-party valuations. Servicing asset amortization and impairment expense totaled $5 million during the first quarter of 2007, compared to $6 million for the three months ended March 31, 2006. During the first quarter of 2007, the home equity lending line of business adopted the fair value method of accounting for mortgage servicing rights in accordance with SFAS 156. As a result, we are no longer amortizing servicing rights underlying high loan to value first mortgages and second mortgages. Rather, we are adjusting the fair value each quarter and recognizing a fair value adjustment through “impairment” on the income statement.
     As part of certain whole loan sales, we have the right to an incentive servicing fee (ISF) that will provide cash payments to us once a pre-established return for the certificate holders and certain structure-specific loan credit and servicing performance metrics are met. At March 31, 2007, we were receiving incentive fees (included in loan servicing fees above) for five transactions that met these performance metrics. During the first quarter of 2007, we collected $1.9 million in cash from these ISFs, compared to $1.4 million during the same period in 2006.
     Derivative losses were $0.3 million in the first quarter of 2006 compared to gains of $2.9 million in the same period in 2006. We originate fixed rate loans that are susceptible to decreases in value in a period of increasing interest rates. To protect against such decreases, we enter into derivative contracts. The decrease in derivative gains in 2007 versus 2006 is due to fewer derivative contracts outstanding.
Operating Expenses
     The following table shows operating expenses for our home equity lending line of business for the periods indicated:
                 
    Three Months Ended March 31,  
    2007     2006  
    (Dollars in thousands)  
Salaries and employee benefits
  $ 12,162     $ 13,600  
Other
    7,419       9,171  
 
           
Total operating expenses
  $ 19,581     $ 22,771  
 
           
Number of employees at period end (1)
    483       611  
 
(1)   On a full time equivalent basis.
     Operating expenses were $20 million for the three months ended March 31, 2007, compared to $23 million for the same period in 2005. Operating expenses declined in 2007 primarily due to the restructure of the retail channel.
Home Equity Servicing
     Our home equity lending business continues to service certain of the loans it has securitized and sold. We earn a servicing fee of approximately 50 to 100 basis points of the outstanding principal balance of the loans securitized. The total servicing portfolio was $2.8 billion at March 31, 2007 compared to $2.9 billion at December 31, 2006. For whole loans sold with servicing retained totaling $0.7 billion at March 31, 2007 and December 31, 2006, we capitalized servicing fees including rights to future early repayment fees. During the first quarter of 2007, we adopted the fair value method under FAS 156. Adoption of this new standard resulted in a $2.9 million increase in our servicing asset to adjust its value to fair market value. We recorded a one time (tax-affected) cumulative adjustment to retained earnings of $1.7 million to reflect the adoption of this new standard. The servicing asset at March 31, 2007 was

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$26 million, down from $28 million at December 31, 2006 reflecting the decrease in fair value as a result of recognizing the asset at fair value under FAS 156.
     Our “managed portfolio,” representing that portion of the servicing portfolio on which we have retained credit risk, is separated into two categories at March 31, 2007: $1.5 billion of loans originated and held on balance sheet either as loans held for investment or loans held for sale, and $0.2 billion of loans and lines of credit securitized for which we retained a residual interest. In both cases, we retain credit and interest rate risk.
     Included below in the category “Credit Risk Sold, Potential Incentive Servicing Fee Retained Portfolio” are $0.6 billion of loans at March 31, 2007 and December 31, 2006 for which we have the opportunity to earn an incentive servicing fee. While the credit performance of these loans we have sold is one factor that can affect the value of the incentive servicing fee, we do not have direct credit risk in these pools.
     The following table sets forth certain information for these portfolios. The managed portfolio includes those loans we service with credit risk retained. Delinquency rates and losses on our managed portfolio result from a variety of factors, including loan seasoning, portfolio mix, and general economic conditions.
                         
    March 31,   December 31,   March 31,
    2007   2006   2006
    (Dollars in thousands)        
Managed Portfolio
                       
Total Loans
  $ 1,675,660     $ 1,708,975     $ 1,621,286  
30 days past due
    2.95 %     3.16 %     2.29 %
90 days past due
    1.22       1.19       0.93  
Annualized QTD Net Chargeoff Rate
    3.01       1.50       1.01  
 
                       
Unsold Loans
                       
Total Loans (1)
  $ 1,497,567     $ 1,515,881     $ 1,538,370  
30 days past due
    3.25 %     3.54 %     1.90 %
90 days past due
    1.35       1.32       0.80  
Annualized QTD Net Chargeoff Rate
    3.35       1.71       0.84  
Loan Loss Reserve
  $ 43,004     $ 33,614     $ 26,944  
 
                       
Owned Residual
                       
Total Loans
  $ 178,093     $ 193,094     $ 82,917  
30 days past due
    0.44 %     0.20 %     9.64 %
90 days past due
    0.06       0.18       3.25  
Annualized QTD Net Chargeoff Rate
    0.22             3.62  
Residual Undiscounted Losses
  $ 420     $ 430     $ 430  
 
                       
Credit Risk Sold, Potential Incentive Servicing Fee Retained Portfolio
                       
Total Loans
  $ 576,349     $ 627,838     $ 871,348  
30 days past due
    4.60 %     5.40 %     3.42 %
90 days past due
    2.08       2.30       1.36  
 
(1)   Excludes deferred fees and costs.
Discontinued Operations—Mortgage Banking
     In 2006, we sold the mortgage banking line of business’ origination operation, including the majority of this segment’s loans held for sale, as well as the majority of this segment’s capitalized mortgage servicing rights to five separate purchasers. In January 2007, we transferred certain assets associated with this segment’s servicing platform and placed the bulk of our remaining staff with a sixth buyer. We have some staff continuing to work at IMC through the wind-down of our remaining assets, such as construction loans and repurchased loans.

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     In accordance with the provisions of SFAS 144, the results of operations of the mortgage banking line of business for the current and prior periods have been reported as discontinued operations. In addition, certain of the remaining assets for this segment have been reclassified as held for sale in the consolidated balance sheet.
     With the substantial completion of the sale of the segment’s activities, but with certain remaining obligations in this segment, management expects to report a small loss from Discontinued Operations in each of the remaining quarters of 2007. The amount of the loss is most likely to be affected by future repurchase demands and results of disposition in the secondary market.
Parent and Other
     Results at the parent company and other businesses totaled a net loss of $1.7 million for the three months ended March 31, 2007, compared to a loss of $2.0 million during the same period in 2006. These losses at the parent company primarily relate to operating and interest expenses in excess of management fees charged to the lines of business and interest income earned on intracompany loans. Also included in parent company operating results are allocations to our subsidiaries of interest expense related to our interest-bearing capital obligations. During the quarter ended March 31, 2007, we allocated $4.2 million of these expenses to our subsidiaries, compared to $3.4 million during the first quarter of 2006.
     Each subsidiary pays taxes to us at the statutory rate. Subsidiaries also pay fees to us to cover direct and indirect services. In addition, certain services are provided from one subsidiary to another. Intercompany income and expenses are calculated on an arm’s-length, external market basis and are eliminated in consolidation.
Risk Management
     We are engaged in businesses that involve the assumption of risks including:
    Credit risk
 
    Liquidity risk
 
    Market risk (including interest rate and foreign exchange risk)
 
    Operational risk
 
    Compliance risk
     The Board of Directors has primary responsibility for establishing the Corporation’s risk appetite and overseeing its risk management system. Primary responsibility for management of risks within the risk appetite set by the Board of Directors rests with the managers of our business units, who are responsible for establishing and maintaining internal control systems and procedures that are appropriate for their operations. To provide an independent assessment of line management’s risk mitigation procedures, we have established a centralized enterprise-wide risk management function. To maintain independence, this function is staffed with managers with substantial expertise and experience in various aspects of risk management who are not part of line management. They report to the Chief Risk Officer (CRO), who in turn reports to the Risk Management Committee of our Board of Directors. Our Internal Audit function independently audits both risk management activities in the lines of business and the work of the centralized enterprise-wide risk management function.
     Given the on-going growth in the scope of the Corporation, our efforts to date to improve our risk management systems, and heightened industry and regulatory focus around credit, market, liquidity, operational and compliance risks, the Board, having reviewed and evaluated results of reports from Internal Audit, Risk Management, and regulatory exams, embarked in 2006 on a comprehensive review of our risk management systems. These assessments were conducted at the Board’s direction by a third-party to ensure independence and access to best-in-class practices. As a result of these assessments, management has developed a program of risk management improvement steps that it has begun implementing on an enterprise-wide basis. The costs of these resources are reflected in current period earnings.
     Each line of business that assumes risk uses a formal process to manage this risk. In all cases, the objectives are to ensure that risk is contained within the risk appetite established by our Board of Directors and expressed through policy guidelines and limits. In addition, we attempt to take risks only when we are adequately compensated for the level of risk assumed.

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     Our CEO, Executive Vice President, CFO, Senior Vice President, and Chief Risk Officer meet on a regularly-scheduled basis (or more frequently as appropriate) as an Enterprise-wide Risk Management Committee (ERMC), reporting to the Board of Directors’ Risk Management Committee. Our Chief Risk Officer, who reports directly to the Risk Management Committee, chairs the ERMC. In 2006, the ERMC reported to the Audit and Risk Management Committee of the Board of Directors. On January 1, 2007, the Board formed two committees, an Audit Committee and a separate Risk Management Committee in order to focus more independent oversight at the board level on the governance of the Corporation’s risk management system. To ensure coordination between the two committees, the Chair of each committee is a member of the other committee. Beginning in 2007, the ERMC reports to the newly-formed Risk Management Committee of the Board of Directors.
     Each of our principal risks is managed directly at the line of business level, with oversight and, when appropriate, standardization provided by the ERMC and its subcommittees. The ERMC and its subcommittees oversee all aspects of our credit, market, operational and compliance risks. The ERMC provides senior-level review and enhancement of line manager risk processes and oversight of our risk reporting, surveillance and model parameter changes.
Credit Risk
     The assumption of credit risk is a key source of our earnings. However, the credit risk in our loan portfolios has the most potential for a significant effect on our consolidated financial performance. Each of our segments has a Chief Credit Officer with expertise specific to the product line and manages credit risk through various combinations of the use of lending policies, credit analysis and approval procedures, periodic loan reviews, servicing activities, and/or personal contact with borrowers. Commercial loans over a certain size, depending on the loan type and structure, are reviewed by a loan committee prior to approval. We perform independent loan review across the Corporation through a centralized function that reports directly to the head of Credit Risk Management who in turn reports to the Chief Risk Officer.
     The allowance for loan and lease losses is an estimate based on our judgment applying the principles of SFAS 5, “Accounting for Contingencies,” SFAS 114, “Accounting by Creditors for Impairment of a Loan,” and SFAS 118, “Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosures.” The allowance is maintained at a level we believe is adequate to absorb probable losses inherent in the loan and lease portfolio. We perform an assessment of the adequacy of the allowance at the segment level no less frequently than on a quarterly basis and through review by a subcommittee of the ERMC.
     Within the allowance, there are specific and expected loss components. The specific loss component is based on a regular analysis of all loans over a fixed-dollar amount where the internal credit rating is at or below a predetermined classification. From this analysis we determine the loans that we believe to be impaired in accordance with SFAS 114. Management has defined impaired as nonaccrual loans. For loans determined to be impaired, we measure the level of impairment by comparing the loan’s carrying value using one of the following fair value measurement techniques: present value of expected future cash flows, observable market price, or fair value of the associated collateral. An allowance is established when the collateral value of the loan implies a value that is lower than carrying value. In addition to establishing allowance levels for specifically identified higher risk graded or high delinquency loans, management determines an allowance for all other loans in the portfolio for which historical or projected experience indicates that certain losses will occur. These loans are segregated by major product type, and in some instances, by aging, with an estimated loss ratio or migration pattern applied against each product type and aging category. For portfolios that are too new to have adequate historical experience on which to base a loss estimate, we use estimates derived from industry experience and management’s judgment. The loss ratio or migration patterns are generally based upon historic loss experience or historic rate migration behaviors, respectively, for each loan type adjusted for certain environmental factors management believes to be relevant.
     Net charge-offs for the three months ended March 31, 2007 in our held for investment portfolio were $12.5 million, or 1.0% of average loans, compared to $4.5 million, or 0.4% of average loans during the same period in 2006. The increase in charge-offs and allowance is due in part to a single large commercial credit in Michigan that was charged off during the first quarter. We believe the borrower will be unable to repay the majority of the loan as we recently discovered what we believe were misrepresentations about collateral offered for the loan. In addition, a reclassification of home equity loans from the held for sale category to the held for investment category resulted in a $7 million charge off as these loans were marked to market at the date of transfer. In addition, we incurred a $6 million increase to our loan loss provision in connection with these same loans. At March 31, 2007, the allowance for loan and lease losses was 1.6% of outstanding loans and leases, compared to 1.4% at year-end 2006.
     Total nonperforming loans and leases at March 31, 2007, were $48 million compared to $38 million at December 31, 2006. Nonperforming loans and leases as a percent of total loans and leases at March 31, 2007 were 0.9%, an increase from 0.7% at December 31, 2006. Other real estate we owned totaled $14 million at March 31, 2007, down from $15 million at December 31,

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2006. Total nonperforming assets at March 31, 2007 were $63 million, or 1.1% of total assets compared to nonperforming assets at December 31, 2006 of $58 million, or 0.9% of total assets.
     The following table shows information about our nonperforming assets at the dates shown:
                 
    March 31,     December 31,  
    2007     2006  
    (Dollars in thousands)  
Accruing loans past due 90 days or more:
               
Commercial, financial and agricultural loans
  $ 208     $  
Consumer loans
          73  
Commercial financing
               
Domestic leasing
    56       83  
Foreign leasing
    172       236  
 
           
 
    436       392  
 
           
 
               
Nonaccrual loans and leases:
               
Commercial, financial and agricultural loans
    19,061       13,296  
Real estate mortgages
    21,773       18,125  
Consumer loans
    740       696  
Commercial financing
               
Franchise financing
    1,152       791  
Domestic leasing
    2,848       2,495  
Foreign leasing
    1,524       1,768  
 
           
 
    47,098       37,171  
 
           
Total nonperforming loans and leases
    47,534       37,563  
 
           
 
               
Nonperforming Loans held for Sale not guaranteed
    1,535       5,564  
Other real estate owned
    14,055       15,170  
 
           
 
               
Total nonperforming assets
  $ 63,124     $ 58,297  
 
           
 
               
Nonperforming loans and leases to total loans and leases
    0.9 %     0.7 %
 
           
 
               
Nonperforming assets to total assets
    1.1 %     0.9 %
 
           
     For the periods presented, the balances of any restructured loans are reflected in the table above either in the amounts shown for “accruing loans past due 90 days or more” or in the amounts shown for “nonaccrual loans and leases.”
     The $63 million in nonperforming assets at March 31, 2007 were held at our lines of business as follows (dollars in millions):
             
        March 31,
        2007
 
Commercial banking
  $ 23  
 
Commercial finance
    6  
 
Home equity lending
    24  
 
Mortgage banking (discontinued operations)
    10  
     Generally, the accrual of income is discontinued when the full collection of principal or interest is in doubt, or when the payment of principal or interest has become contractually 90 days past due unless the obligation is both well secured and in the process of collection. Loans are charged-off upon evidence of expected loss or 180 days past due, whichever comes first.

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Liquidity Risk
     Liquidity is the availability of funds to meet the daily requirements of our business. For financial institutions, demand for funds results principally from extensions of credit, withdrawal of deposits, and maturity of other funding liabilities. Liquidity is provided through deposits and short-term and long-term borrowings, by asset maturities or sales, and through equity capital.
     The objectives of liquidity management are to ensure that funds will be available to meet current and future demands and that funds are available at a reasonable cost. Since loan assets are less marketable than securities and, therefore, need less volatile liability funding, the ratio of total loans to total deposits is a traditional measure of liquidity for banks and bank holding companies. At March 31, 2007, the ratio of loans (which excludes loans held for sale) to total deposits was 157%. We permanently fund a significant portion of our loans with secured financings, which effectively eliminates liquidity risk on these assets until we elected to exercise a clean up call. The ratio of loans to total deposits after reducing loans for those funded with secured financings was 121%.
     Since 2002, home equity loan securitizations have generally been retained on-balance sheet. As a result, both the securitized assets and the funding from these “on balance sheet” securitizations are now reflected on the balance sheet. From a liquidity perspective, the securitizations provide matched-term funding for the life of the loans making up the securitizations unless we choose to utilize a “clean-up” call provision to terminate the securitization funding early. A “clean-up call” typically is optional at the master servicer’s discretion. It can typically be made once outstanding loan balances in the securitization fall below 10% of the original loan balance in the securitization. Bond principal payments are dependent upon principal collections on the underlying loans. Prepayment speeds can affect the timing and amount of loan principal payments.
     Our deposits consist of three primary types: non-maturity transaction account deposits, public funds, and certificates of deposit (CDs). Until our recent sale of mortgage servicing rights, our mortgage escrow deposits were an important source of funding. This funding source has now been replaced with other core and wholesale funding sources. Core deposits exclude jumbo CDs, brokered CDs, and public funds . Core deposits totaled $2.4 billion at March 31, 2007, unchanged from December 31, 2006.
     Non-maturity transaction account deposits are generated by our commercial banking line of business and include deposits placed into checking, savings, money market and other types of deposit accounts by our customers. These types of deposits have no contractual maturity date and may be withdrawn at any time. While these balances fluctuate daily, a large percentage typically remains for much longer. At March 31, 2007, these deposit types totaled $1.6 billion, an decrease of $0.1 billion from December 31, 2006. We monitor overall deposit balances daily with particular attention given to larger accounts that have the potential for larger daily fluctuations and which are at greater risk to be withdrawn should there be an industry-wide or bank-specific event that might cause uninsured depositors to be concerned about the safety of their deposits. On a monthly basis we model the expected impact on liquidity from moderate and severe liquidity stress scenarios as one of our tools to ensure that our liquidity is sufficient.
     CDs differ from non-contractual maturity accounts in that they do have contractual maturity dates. We issue CDs both directly to customers and through brokers. As of March 31, 2007, CDs issued directly to customers totaled $0.5 billion, unchanged from December 31, 2006. Brokered CDs are typically considered to have higher liquidity (renewal) risk than CDs issued directly to customers, since brokered CDs are often done in large blocks and since a direct relationship does not exist with the depositor. In recognition of this, we manage the size and maturity structure of brokered CDs closely. For example, the maturities of brokered CDs are laddered to mitigate liquidity risk. CDs issued through brokers totaled $0.6 billion at March 31, 2007, and had an average remaining life of 17 months, as compared to $0.5 billion outstanding with a 17 month average remaining life at December 31, 2006.
     Escrow account deposits are related to the servicing of our originated first mortgage loans. At March 31, 2007, these escrow balances totaled $10 million, a $315 million decrease from December 31, 2006. As mentioned earlier in this report, we sold the majority of our mortgage servicing rights in the third quarter and transferred the servicing and related escrows in early January 2007. These fundings were replaced with deposits and wholesale liability sources.
     Short-term borrowings consist of borrowings from several sources. Our largest borrowing source is the Federal Home Loan Bank of Indianapolis (FHLBI). We utilize their collateralized borrowing programs to help fund qualifying first mortgage, home equity and commercial real estate loans. As of March 31, 2007, FHLBI borrowings outstanding totaled $0.5 billion, a $0.2 billion increase from December 31, 2006. We had sufficient collateral pledged to FHLBI at March 31, 2007 to borrow an additional $0.2 billion, if needed.
     In addition to borrowings from the FHLBI, we use other lines of credit as needed. We have three lines of credit subject to compliance with certain financial covenants set forth in these facilities including, but not limited to, net income, consolidated tangible net worth, return on average assets, nonperforming loans, loan loss reserve, Tier 1 leverage ratio, and risk-based capital ratio. Due to

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our net loss in the first quarter of 2007, we requested and obtained waivers for a parent company credit facility with respect to certain net income related covenants. As a result of these waivers, we are in compliance with all applicable covenants as of March 31, 2007.
     At March 31, 2007, the amount of short-term borrowings outstanding on our major credit lines and the total amount of the borrowing lines were as follows:
    Warehouse lines of credit to fund primarily home equity loans: none outstanding on a $300 million borrowing facility, of which $150 million is committed
 
    Lines of credit with correspondent banks, including fed funds lines: none outstanding out of $225 million available but not committed
 
    Lines of credit with non-correspondent banks: $82 million outstanding
 
    Warehouse lines of credit and conduits to fund Canadian sourced small ticket leases: $224 million outstanding on $338 million of borrowing facilities
Market Risk (including Interest Rate and Foreign Exchange Risk)
     Because all of our assets are not perfectly match-funded with like-term liabilities, our earnings are affected by interest rate changes. Interest rate risk is measured by the sensitivity of both net interest income and fair market value of net interest sensitive assets to changes in interest rates.
     Our corporate-level asset-liability management committee (ALMC) oversees the interest rate risk profile of all of our lines of business. It is supported by ALMCs at each of our lines of business and monitors the repricing structure of assets, liabilities and off-balance sheet items. It uses a financial simulation model to measure the potential change in market value of all interest-sensitive assets and liabilities and also the potential change in earnings resulting from changes in interest rates. We incorporate many factors into the financial model, including prepayment speeds, prepayment fee income, deposit rate forecasts for non-maturity transaction accounts, caps and floors that exist on some variable rate instruments, embedded optionality and a comprehensive mark-to-market valuation process. We reevaluate risk measures and assumptions regularly, enhance modeling tools as needed, and, on an approximately annual schedule, have the model validated by internal audit or an out-sourced provider under internal audit’s direction.
     Our lines of business assume interest rate risk in the form of repricing structure mismatches between their loans and leases and funding sources. We manage this risk by adjusting the duration of their interest sensitive liabilities and through the use of hedging via financial derivatives.
     Our discontinued mortgage banking segment held a material amount of mortgage servicing rights (MSRs) as part of its strategy and operations. Going forward with the sale of the mortgage segment, we do not expect ownership or the related hedging of remaining MSRs to be a material item. Our commercial banking and home equity lines of business all assume interest rate risk by holding MSRs ($30 million at March 31, 2007). Among other items, a key determinant to the value of MSRs is the prevailing level of interest rates. The primary exposure to interest rates is the risk that rates will decline, possibly increasing prepayment speeds on loans and decreasing the value of MSRs. MSRs have traditionally been recorded at the lower of cost or fair market value. We adopted SFAS 156, “Accounting for Servicing of Financial Assets” on our high loan-to-value first lien and home equity segment second lien mortgages during the first quarter of 2007. This adoption requires full mark-to-market on the designated servicing assets, eliminating the lower-of-cost or market treatment. Our decisions on the degree to which we manage servicing right interest risk with derivative instruments to insulate against short-term price volatility depend on a variety of factors.
     The following tables reflect our estimate of the present value of interest sensitive assets, liabilities, and off-balance sheet items at March 31, 2007. In addition to showing the estimated fair market value at current rates, they also provide estimates of the fair market values of interest sensitive items based upon a hypothetical instantaneous and permanent move both up and down 100 and 200 basis points in the entire yield curve.
     The first table is an economic analysis showing the present value impact of changes in interest rates, assuming a comprehensive mark-to-market environment. The second table is an accounting analysis showing the same net present value impact, adjusted for expected GAAP treatment. Neither analysis takes into account the book values of the noninterest sensitive assets and liabilities (such as cash, accounts receivable, and fixed assets), the values of which are not directly determined by interest rates.

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     The analyses are based on discounted cash flows over the remaining estimated lives of the financial instruments. The interest rate sensitivities apply only to transactions booked as of March 31, 2007, although certain accounts are normalized whereby the three- or six-month average balance is included rather than the year-end balance in order to avoid having the analysis skewed by a significant increase or decrease to an account balance at year end.
     The tables that follow should be used with caution.
    The net asset value sensitivities do not necessarily represent the changes in the lines of business’ net asset value that would actually occur under the given interest rate scenarios, as sensitivities do not reflect changes in value of the companies as a going concern, nor consider potential rebalancing or other management actions that might be taken in the future under asset/liability management as interest rates change.
 
    The information in the tables below both as of March 31, 2007 exclude the interest rate sensitivity of our first mortgage subsidiary due to our recent sale of substantially all its interest-sensitive assets and its status as a discontinued operation. Note that these tables only include the market values and sensitivities of interest-sensitive assets and liabilities.
 
    The tables below show modeled changes in interest rates for individual asset classes. Asset classes in our portfolio have interest rate sensitivity tied to different underlying indices or instruments. While the rate sensitivity of individual asset classes presented below is our best estimate of changes in value due to interest rate changes, the total “potential change” figures are subject to basis risk between value changes of individual assets and liabilities which have not been included in the model.
 
    Few of the asset classes shown react to interest rate changes in a linear fashion. That is, the point estimates we have made at “Current” and “+/-2%” and “+/-1%” are appropriate estimates at those amounts of rate change, but it may not be accurate to interpolate linearly between those points. This is most evident in products that contain optionality in payment timing or pricing such as mortgage servicing or nonmaturity transaction deposits.
    Finally, the tables show theoretical outcomes for dramatic changes in interest rates which do not consider potential rebalancing or repositioning of hedges.
Economic Value Change Method
                                         
    Present Value at March 31, 2007  
    Change in Interest Rates of:  
    -2%     -1%     Current     +1%     +2%  
    (In Thousands)  
Interest Sensitive Assets
                                       
Loans and other assets
  $ 6,193,973     $ 6,120,932     $ 6,042,755     $ 5,961,905     $ 5,881,019  
Loans held for sale
    46,446       46,019       45,470       44,536       43,362  
Mortgage servicing rights
    23,137       27,071       31,150       35,317       38,064  
Residual interests
    9,501       9,484       9,619       9,421       9,539  
Interest sensitive financial derivatives
    (5,286 )     (2,228 )     882       4,403       8,448  
 
                             
Total interest sensitive assets
    6,267,771       6,201,278       6,129,876       6,055,582       5,980,432  
 
                                       
Interest Sensitive Liabilities
                                       
Deposits
    (3,364,521 )     (3,338,804 )     (3,314,308 )     (3,286,336 )     (3,256,023 )
Short-term borrowings (1)
    (1,371,829 )     (1,360,625 )     (1,350,656 )     (1,341,140 )     (1,332,055 )
Long-term debt
    (1,105,933 )     (1,098,290 )     (1,086,051 )     (1,073,995 )     (1,062,708 )
 
                             
Total interest sensitive liabilities
    (5,842,283 )     (5,797,719 )     (5,751,015 )     (5,701,471 )     (5,650,786 )
Net market value as of March 31, 2007
  $ 425,488     $ 403,559     $ 378,861     $ 354,111     $ 329,646  
 
                             
Change from current
  $ 46,627     $ 24,698     $     $ (24,750 )   $ (49,215 )
 
                             
Net market value as of December 31, 2006
  $ 306,903     $ 293,703     $ 277,491     $ 260,236     $ 240,367  
 
                             
Potential change
  $ 29,412     $ 16,212     $     $ (17,255 )   $ (37,124 )
 
                             
 
(1)   Includes certain debt which is categorized as “collateralized borrowings” in other sections of this document

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GAAP-Based Value Change Method
                                         
    Present Value at March 31, 2007  
    Change in Interest Rates of:  
    -2%     -1%     Current     +1%     +2%  
    (In Thousands)  
Interest Sensitive Assets
                                       
Loans and other assets (1)
  $     $     $     $     $  
Loans held for sale
    44,906       44,906       44,906       43,972       42,798  
Mortgage servicing rights
    22,093       26,026       30,105       34,273       37,020  
Residual interests
    9,501       9,484       9,619       9,421       9,539  
Interest sensitive financial derivatives
    (5,286 )     (2,228 )     882       4,403       8,448  
 
                             
Total interest sensitive assets
    71,214       78,188       85,512       92,069       97,805  
 
                                       
Interest Sensitive Liabilities
                                       
Deposits (1)
                             
Short-term borrowings (1)
                             
Long-term debt (1)
                             
 
                             
Total interest sensitive liabilities (1)
                             
Net market value as of March 31, 2007
  $ 71,214     $ 78,188     $ 85,512     $ 92,069     $ 97,805  
 
                             
Potential change
  $ (14,298 )   $ (7,324 )   $     $ 6,557     $ 12,293  
 
                             
Net market value as of December 31, 2006
  $ 264,698     $ 272,986     $ 279,737     $ 279,659     $ 279,200  
 
                             
Potential change
  $ (15,039 )   $ (6,751 )   $     $ (78 )   $ (537 )
 
                             
 
(1)   Value does not change in GAAP presentation
Off-Balance Sheet Instruments
     In the normal course of our business as a provider of financial services, we are party to certain financial instruments with off-balance sheet risk to meet the financial needs of our customers. These financial instruments include loan commitments and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized on the consolidated balance sheet. We follow the same credit policies in making commitments and contractual obligations as we do for our on-balance sheet instruments.
     Our exposure to credit loss, in the form of nonperformance by the counterparty on commitments to extend credit and standby letters of credit, is represented by the contractual amount of those instruments. Collateral pledged for standby letters of credit and commitments varies but may include accounts receivable; inventory; property, plant, and equipment; and residential real estate. Total outstanding commitments to extend credit at March 31, 2007 and December 31, 2006 were $1.0 billion. We had $27 million and $25 million in irrevocable standby letters of credit outstanding at March 31, 2007 and December 31, 2006, respectively.
Derivative Financial Instruments
     Financial derivatives are used as part of the overall asset/liability risk management process. We use certain derivative instruments that qualify and certain derivative instruments that do not qualify for hedge accounting treatment under SFAS 133. The derivatives that do not qualify for hedge treatment are classified as other assets and other liabilities and marked to market on the income statement. While we do not seek Generally Accepted Accounting Principles (GAAP) hedge accounting treatment for the assets and liabilities that these instruments are hedging, the economic purpose of these instruments is to manage the risk inherent in existing exposures to either interest rate risk or foreign currency risk.
     We have interest rate swaps that have a notional amount of $33 million to economically hedge fixed rate certificate of deposits. Notional amounts do not represent the amount of risk. We do not receive SFAS 133 hedge accounting treatment for this transaction. We recognized a loss in “derivative gains (losses)” of ($6) thousand and ($453) thousand for the quarter ended March 31, 2007 and 2006, respectively, related to these swaps. Under the terms of these swap agreements, we receive a fixed rate of interest and pay a floating rate of interest based upon one, three, or nine-month LIBOR.

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     We have two interest rate swaps that qualified for hedge accounting treatment under SFAS 133. The first of these is a “cash flow” hedge to offset the risk of changing rates on the issuance of the junior subordinated debentures issued into Capital Trust X. This hedge settled on December 5, 2006 with the resulting loss of $0.2 million being included in other comprehensive income to be amortized over the life of the underlying security through the call date. The second interest rate swap is a “cash flow” hedge in which we pay a fixed rate of interest and receive a floating rate. The purpose of this swap is to manage interest rate risk exposure created by Capital Trust XI which has variable rate interest payments. This hedge had a notional amount of $15 million at March 31, 2007. The amount of gain on this swap recorded to other comprehensive income at March 31, 2007 was $0.1 million. Ineffectiveness related to these cash flow hedges in 2007 was immaterial.
     We own foreign currency forward contracts to protect the U.S. dollar value of intercompany loans made to Irwin Commercial Finance Canada Corporation that are denominated in Canadian dollars. We had a contractual amount of $62 million in forward contracts outstanding as of March 31, 2007. For the quarters ending March 31, 2007 and 2006, we recognized loss of ($0.9) million and a gain of $0.4 million, respectively. These contracts are marked-to-market with gains and losses included in “derivative gains (losses)” on the consolidated income statements. We do not receive SFAS 133 hedge accounting treatment for this transaction. We recognized a foreign currency transaction gain and (loss) on the intercompany loans of $1.1 million and ($0.2) million, respectively, for the quarters ended March 31, 2007 and 2006.
     In our home equity business, we had $213 million in amortizing interest rate caps to protect the interest rate exposure created by the 2006-1, 2006-2 and 2006-3 securitizations in which floating rate notes are funding fixed rate home equity loans. These contracts are marked-to-market with gains and losses included in “derivative gains (losses)” on the consolidated income statements. We do not receive SFAS 133 hedge accounting treatment for these transactions. The gain (loss) on these activities for the quarters ending March 31, 2007 and 2006, respectively, totaled ($0.3) million loss and $2.8 million gain.
     Also in our home equity business, we have a $10 million amortizing interest rate swap in which we pay a fixed rate of interest and receive a floating rate. The purpose of the swap is to manage interest rate risk exposure created by the 2005-1 securitization in which floating rate notes are funding fixed rate home equity loans. The notional value of the swap amortizes at a pace that is consistent with the expected paydown speed of the floating rate notes (including prepayment speed estimates), although the actual note paydowns will vary depending upon actual prepayment speeds. This swap is accounted for as a “cash flow” hedge in accordance with SFAS 133, with the changes in the fair value of the effective portion of the hedge reported as a component of equity and $58 thousand and $137 thousand were amortized through interest expense during the quarters ended March 31, 2007 and 2006, respectively. Ineffectiveness related to this cash flow hedge in 2007 was immaterial.
     We enter into commitments to originate home equity loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on loans intended to be sold are considered to be derivatives. We record changes in the fair value of these commitments based upon the current secondary market value of securities with similar characteristics. For the quarter ended March 31, 2007, a gain of $0.1 million was recorded in “Gain from sale of loans.” At March 31, 2007, we had rate lock commitments outstanding totaling $33 million.
     We deliver Canadian dollar fixed rate leases into a commercial paper conduit. To lessen the repricing mismatch between fixed rate CAD-denominated leases and floating rate CAD commercial paper, a series of amortizing CAD interest rate swaps have been executed. As of March 31, 2007, the commercial paper conduit was providing $183 million of variable rate funding. In total, our interest rate swaps were effectively converting $179 million of this funding to a fixed interest rate. The gains (losses) on these swaps for the quarters ended March 31, 2007 and 2006 were ($15) thousand loss and $84 thousand gain, respectively.
Operational and Compliance Risk.
     Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Irwin Financial, like other financial services organizations, is exposed to a variety of operational risks. These risks include regulatory, reputational and legal risks, as well as the potential for processing errors, internal or external fraud, failure of computer systems, unauthorized access to information, and external events that are beyond the control of the Corporation, such as natural disasters.
     Compliance risk is the risk of loss resulting from failure to comply with laws and regulations. While Irwin Financial is exposed to a variety of compliance risks, the two most significant arise from our consumer lending activities and our status as a public company.
     Our Board of Directors has ultimate accountability for the level of operational and compliance risk we assume. The Board guides management by approving our business strategy and significant policies. Our management and Board have also established (and

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continue to improve) a control environment that encourages a high degree of awareness of the need to alert senior management and the Board of potential control issues on a timely basis.
     The Board has directed that primary responsibility for the management of operational and compliance risk rests with the managers of our business units, who are responsible for establishing and maintaining internal control procedures that are appropriate for their operations. Our enterprise-wide risk management function provides an independent assessment of line management’s operational risk mitigation procedures. This function, which is managed in conjunction with enterprise-wide oversight of compliance, reports to the Chief Risk Officer (CRO), who in turn reports to the Risk Management Committee of our Board of Directors. We have developed risk and control summaries for our key business processes. Line of business and corporate-level managers use these summaries to assist in identifying operational and other risks for the purpose of monitoring and strengthening internal and disclosure controls. Our Chief Executive Officer, Chief Financial Officer and Board of Directors, as well as the Boards of our subsidiaries, use the risk summaries to assist in overseeing and assessing the adequacy of our internal and disclosure controls, including the adequacy of our controls over financial reporting as required by section 404 of the Sarbanes Oxley Act and Federal Deposit Insurance Corporation Improvement Act.
     Given the on-going growth of the scope of the Corporation, our efforts to date to improve our risk management systems, and heightened industry and regulatory focus around risks, the Board, having reviewed and evaluated results of reports from Internal Audit, Risk Management, and regulatory exams, embarked in 2006 on a comprehensive review of our risk management systems, including operational and compliance risk management processes. These assessments were conducted at the Board’s direction by a third-party to ensure independence and access to best-in-class practices. As a result of these assessments, management has developed a program of risk management improvement steps which it has begun implementing on an enterprise-wide basis. The costs of these resources are reflected in current period earnings.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
     The quantitative and qualitative disclosures about market risk are reported in the Market Risk section of Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations found on pages 43 through 45.
Item 4. Controls and Procedures.
     Disclosure Controls and Procedures – As of the end of the period covered by this report, the Corporation carried out an evaluation as required by Rule 13a-15(b) or 15d-15(b) of the Securities Exchange Act of 1934 (“Exchange Act”), under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the Corporation’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) or 15d-15(e). Based on this evaluation, the CEO and the CFO have concluded that the Corporation’s disclosure controls and procedures were effective as of March 31, 2007.
     Internal Control Over Financial Reporting – In connection with the evaluation performed by management with the participation of the CEO and the CFO as required by Exchange Act Rule 13a-15(d) or 15d-15(d), there were no changes in the Corporation’s internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) that occurred during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting. In March 2007, we discovered what we believe were misrepresentations about the collateral offered for a commercial loan originated by a branch of our subsidiary, Irwin Union Bank and Trust Company, which caused us to charge off $4 million. We are undertaking an investigation but have not yet concluded whether changes in our internal control over financial reporting will be necessary that are reasonably likely to materially affect the Corporation’s internal control over financial reporting.

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PART II. Other Information.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
     (c) (Issuer Repurchases of Equity Securities). In 2006, the Board of Directors of the Corporation approved the repurchase of up to two million shares or up to $50 million of common stock of the Corporation. The repurchases will occur from time to time based on market conditions, parent company cash flow, and the Corporation’s current and future projections of capital position. From time to time, we also repurchase shares in connection with our equity-based compensation plans. The following table shows our repurchase activity for the past three months:
                                 
                    Total Number of Shares     Approximate Dollar Value  
    Total Number     Average     Purchased as Part of     of Shares that May Yet Be  
    of Shares     Price Paid     Publicly Announced Plan     Purchased under the Plan  
Calendar Month   Purchased (1)     per Share     or Program     or Program  
 
January
    129     $ 22.63       n/a       n/a  
February
    277,604     $ 21.63       277,600       40,991,059  
March
    82,115     $ 20.22       47,392     $ 39,986,316  
 
                           
Total
    359,848     $ 21.31       324,992          
 
                           
 
(1)   Includes shares repurchased in connection with the Corporation’s equity-based compensation plans.

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Item 6. Exhibits.
     
Exhibit    
Number   Description of Exhibit
2.1
  Asset Purchase Agreement by and among Irwin Financial Corporation, Irwin Mortgage Corporation and Freedom Mortgage Corporation dated as of August 7, 2006. (Incorporated by reference to Exhibits 2.1 and 2.2 of Form 8-K filed October 2, 2006, File No. 001-16691.)
 
   
3.1
  Restated Articles of Incorporation of Irwin Financial Corporation, as amended December 20, 2006. (Incorporated by reference to Exhibit 3.1 of Form 10-K filed March 9, 2007, File No. 001-16691.)
 
   
3.2
  Code of By-laws of Irwin Financial Corporation, as amended, February 15, 2007. (Incorporated by reference to Exhibit 3.2 of Form 10-K filed March 9, 2007, File No. 001-16691.)
 
   
4.1
  Specimen Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 of Form 10-K filed March 9, 2007, File No. 001-16691.)
 
   
4.2
  Certain instruments defining the rights of the holders of long-term debt of Irwin Financial Corporation and certain of its subsidiaries, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the Corporation and its subsidiaries on a consolidated basis, have not been filed as Exhibits. The Corporation hereby agrees to furnish a copy of any of these agreements to the Commission upon request.
 
   
4.3
  Rights Agreement, dated as of March 1, 2001, between Irwin Financial Corporation and Irwin Union Bank and Trust. (Incorporated by reference to Exhibit 4.1 to Form 8-A filed March 2, 2001, File No. 000-06835.)
 
   
4.4
  Appointment of Successor Rights Agent dated as of May 11, 2001 between Irwin Financial Corporation and National City Bank. (Incorporated by reference to Exhibit 4.5 to Form S-8 filed on September 7, 2001, File No. 333-69156.)
 
   
10.1
  *Irwin Financial Corporation 1992 Stock Option Plan. (Incorporated by reference to Exhibit 10(h) to Form 10-K Report for year ended December 31, 1992, File No. 000-06835.)
 
   
10.2
  *Irwin Financial Corporation 1997 Stock Option Plan. (Incorporated by reference to Exhibit 10 to Form 10-Q Report for period ended June 30, 1997, File No. 000-06835.)
 
   
10.3
  *Amendment to Irwin Financial Corporation 1997 Stock Option Plan. (Incorporated by reference to Exhibit 10(i) to Form 10-Q Report for period ended June 30, 1997, File No. 000-06835.)
 
   
10.4
  *Irwin Financial Corporation Amended and Restated 2001 Stock Plan, as amended November 28, 2006. (Incorporated by reference to Exhibit 10.4 of Form 10-K filed March 9, 2007, File No. 001-16691.)
 
   
10.5
  *Irwin Financial Corporation 2001 Stock Plan Form of Stock Option Agreement. (Incorporated by reference to Exhibit 99.1 of the Corporation’s 8-K Current Report, dated May 9, 2005, File No. 001-16691.)
 
   
10.6
  *Irwin Financial Corporation 2001 Stock Plan Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 99.2 of the Corporation’s 8-K Current Report, dated May 9, 2005, File No. 001-16691.)
 
   
10.7
  *Irwin Financial Corporation 2001 Stock Plan Form of Stock Option Agreement (Canada) (Incorporated by reference to Exhibit 10.8 of the Corporation’s 10-Q Report for period ended September 30, 2005, File No. 001-16691.)
 
   
10.8
  *Irwin Financial Corporation 1999 Outside Director Restricted Stock Compensation Plan. (Incorporated by reference to Exhibit 2 to the Corporation’s proxy statement for its 2004 Annual Meeting, filed with the Commission on March 18, 2004, File No. 001-16691.)
 
   
10.9
  *Employee Stock Purchase Plan III. (Incorporated by reference to Exhibit 10(a) to Form 10-Q Report for period ended June 30, 1999, File No. 000-06835.)
 
   
10.10
  *Long-Term Management Performance Plan. (Incorporated by reference to Exhibit 10(a) to Form 10-K Report for year ended December 31, 1986, File No. 000-06835.)
 
   
10.11
  *Long-Term Incentive Plan-Summary of Terms. (Incorporated by reference to Exhibit 10(a) to Form 10-K Report for year ended December 31, 1986, File No. 000-06835.)
 
   
10.12
  *Inland Mortgage Corporation Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10(j) to Form 10-K Report for year ended December 31, 1995, File No. 000-06835.)
 
   
10.13
  *Amended and Restated Management Bonus Plan. (Incorporated by reference to Exhibit 10(a) to Form 10-K Report for year ended December 31, 1986, File No. 000-06835.)
 
   

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Exhibit    
Number   Description of Exhibit
10.14
  *Limited Liability Company Agreement of Irwin Ventures LLC. (Incorporated by reference to Exhibit 10(a) to Form 10-Q/A Report for period ended March 31, 2001, File No. 000-06835.)
 
   
10.15
  *Limited Liability Company Agreement of Irwin Ventures Co-Investment Fund LLC, effective as of April 20, 2001. (Incorporated by reference to Exhibit 10.17 to Form S-1/A filed February 14, 2002, File No. 333-69586.)
 
   
10.16
  *Promissory Note dated January 30, 2002 from Elena Delgado to Irwin Financial Corporation. (Incorporated by reference to Exhibit 10.19 to Form S-1/A filed February 14, 2002, File No. 333-69586.)
 
   
10.17
  *Consumer Pledge Agreement dated January 30, 2002 between Elena Delgado and Irwin Financial Corporation. (Incorporated by reference to Exhibit 10.20 to Form S-1/A filed February 14, 2002, File No. 333-69586.)
 
   
10.18
  *Redemption and Loan Repayment Agreement dated December 22, 2004 between Irwin Financial Corporation, Irwin Home Equity Corporation and Elena Delgado. (Incorporated by reference to Exhibit 10.15 of Form 10-K Report for year ended December 31, 2004, File No. 001-16691.)
 
   
10.19
  *Irwin Home Equity Corporation Amendment and Restatement of Shareholder Agreement dated December 22, 2004 between Irwin Home Equity Corporation, Irwin Financial Corporation and Elena Delgado. (Incorporated by reference to Exhibit 10.16 of Form 10-K Report for year ended December 31, 2004, File No. 001-16691.)
 
   
10.20
  *Deferred Compensation Agreement dated December 22, 2004 between Irwin Home Equity Corporation, Irwin Financial Corporation and Elena Delgado. (Incorporated by reference to Exhibit 10.17 of Form 10-K Report for year ended December 31, 2004, File No. 001-16691.)
 
   
10.21
  *Tax Gross-up Agreement dated December 22, 2004 between Irwin Financial Corporation and Elena Delgado as Shareholder. (Incorporated by reference to Exhibit 10.18 of Form 10-K Report for year ended December 31, 2004, File No. 001-16691.)
 
   
10.22
  *Amendment No. 1 to Irwin Home Equity Corporation Amendment and Restatement of Shareholder Agreement dated April 7, 2005 between Irwin Home Equity Corporation, Irwin Financial Corporation and Elena Delgado. (Incorporated by reference to Exhibit 10.19 of Form 10-Q Report for the quarter ended March 31, 2005, File No. 001-16691.)
 
   
10.23
  *Amendment No. 1 to the Deferred Compensation Agreement dated April 7, 2005 between Irwin Home Equity Corporation, Irwin Financial Corporation and Elena Delgado. (Incorporated by reference to Exhibit 10.20 of Form 10-Q Report for the quarter ended March 31, 2005, File No. 001-16691.)
 
   
10.24
  *Amendment No. 2 to the Deferred Compensation Agreement dated November 15, 2005 between Irwin Home Equity Corporation, Irwin Financial Corporation and Elena Delgado. (Incorporated by reference to Exhibit 99.1 of Form 8-K Current Report dated November 18, 2005, File No. 001-16691.)
 
   
10.25
  *Election to Terminate the Deferred Compensation Agreement dated November 15, 2005 between Irwin Home Equity Corporation, Irwin Financial Corporation and Elena Delgado. (Incorporated by reference to Exhibit 99.2 of Form 8-K Current Report dated November 18, 2005, File No. 001-16691.)
 
   
10.26
  *Irwin Financial Corporation Amended and Restated Short Term Incentive Plan effective January 1, 2006. (Incorporated by reference to Exhibit 10.27 of Form 10-Q Report for the quarter ended June 30 2006, File No. 001-16691.)
 
   
10.27
  *Irwin Commercial Finance Amended and Restated Short Term Incentive Plan effective January 1, 2006. (Incorporated by reference to Exhibit 10.28 of Form 10-Q for the quarter ended June 30, 2006, File No. 001-16691.)
 
   
10.28
  *Irwin Home Equity Amended and Restated Short Term Incentive Plan effective January 1, 2006. (Incorporated by reference to Exhibit 10.29 of Form 10-Q for the quarter ended June 30, 2006, File No. 001-16691.)
 
   
10.29
  *Irwin Mortgage Corporation Amended and Restated Short Term Incentive Plan effective January 1, 2002. (Incorporated by reference to Exhibit 6 of the Corporation’s proxy statement for its 2004 Annual Meeting, filed with the Commission on March 18, 2004, File No. 001-16691.)
 
   
10.30
  *Irwin Union Bank and Trust Company Amended and Restated Short Term Incentive Plan effective January 1, 2006. (Incorporated by reference to Exhibit 10.31 of Form 10-Q Report for the quarter ended June 30, 2006, File No. 001-16691.)
 
   

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Exhibit    
Number   Description of Exhibit
10.31
  *Onset Capital Corporation Employment Agreement. (Incorporated by reference to Exhibit 10.26 to Form 10-Q Report for period ended June 30, 2002, File No. 000-06835.)
 
   
10.32
  *Irwin Financial Corporation Restated Supplemental Executive Retirement Plan for Named Executives. (Incorporated by reference to Exhibit 10.27 to Form 10-Q Report for period ended June 30, 2002, File No. 000-06835.)
 
   
10.33
  *Irwin Financial Corporation Supplemental Executive Retirement Plan for Named Executives. (Incorporated by reference to Exhibit 10.28 to Form 10-Q Report for period ended June 30, 2002, File No. 000-06835.)
 
   
10.34
  *Stock Purchase Agreement by and between Onset Holdings Inc. and Irwin International Corporation dated December 23, 2005. (Incorporated by reference to Exhibit 10.36 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.).
 
   
10.35
  *Shareholder Agreement Termination Agreement by and between Irwin Commercial Finance Canada Corporation and Irwin International Corporation dated December 23, 2005. (Incorporated by reference to Exhibit 10.37 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.)
 
   
10.36
  *Irwin Commercial Finance Corporation Shareholder Agreement dated December 23, 2005. (Incorporated by reference to Exhibit 10.38 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.)
 
   
10.37
  *Irwin Commercial Finance Corporation 2005 Stock Option Agreement Grant of Option to Joseph LaLeggia dated December 23, 2005. (Incorporated by reference to Exhibit 10.39 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.)
 
   
10.38
  *Irwin Commercial Finance Corporation 2005 Notice of Stock Option Grant to Joseph LaLeggia dated December 23, 2005. (Incorporated by reference to Exhibit 10.40 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.)
 
   
10.39
  *Irwin Union Bank Amended and Restated Performance Unit Plan. (Incorporated by reference to Exhibit 10.41 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.)
 
   
10.40
  *Irwin Commercial Finance Amended and Restated Performance Unit Plan. (Incorporated by reference to Exhibit 10.42 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.)
 
   
10.41
  *First Amendment to the Irwin Commercial Finance Amended and Restated Performance Unit Plan, dated October 31, 2006. (Incorporated by reference to Exhibit 10.41 of Form 10-K filed March 9, 2007, File No. 001-16691.)
 
   
10.42
  *Irwin Home Equity Corporation Performance Unit Plan. (Incorporated by reference to Exhibit 10.43 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.)
 
   
10.43
  *First Amendment to Limited Liability Company Agreement of Irwin Ventures LLC. (Incorporated by reference to Exhibit 10.44 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.)
 
   
10.44
  *Second Amendment to Limited Liability Company Agreement of Irwin Ventures Co-Investment Fund LLC. (Incorporated by reference to Exhibit 10.45 of Form 10-K Report for period ended December 31, 2005, File No. 001-16691.)
 
   
10.45
  *Supplemental Performance Unit Grant-Jocelyn Martin-Leano, dated February 6, 2007. (Incorporated by reference to Exhibit 10.45 of Form 10-K filed March 9, 2007, File No. 001-16691.)
 
   
10.46
  *Irwin Financial Corporation 2007 Performance Unit Plan. (Incorporated by reference to Appendix B of the Corporation’s Proxy Statement for its 2007 Annual Meeting, filed April 16, 2007, File No. 001-16691.)
 
   
11.1
  Computation of Earnings Per Share is included in the footnotes to the financial statements.
 
   
31.1
  Certification pursuant to 18 U.S.C. Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.
 
   
31.2
  Certification pursuant to 18 U.S.C. Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.
 
   
32.1
  Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32.2
  Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
 
*   Indicates management contract or compensatory plan or arrangement.

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SIGNATURES
     Pursuant to the requirements 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.
         
     DATE: May 4, 2007 IRWIN FINANCIAL CORPORATION
 
 
  By:   /s/ Gregory F. Ehlinger    
    GREGORY F. EHLINGER   
    CHIEF FINANCIAL OFFICER   
 
         
     
  By:   /s/ Jody A. Littrell    
    JODY A. LITTRELL   
    CORPORATE CONTROLLER (Chief Accounting Officer)   
 
         
     
     
     
     
 

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