10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission file number: 0-24100.

HMN FINANCIAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	41-1777397
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1016 Civic Center Drive Northwest, PO Box 6057	55901
Rochester, Minnesota	(Zip Code)
(Address of Principal Executive Offices)

(507) 535-1200
Registrant’s Telephone Number, Including Area Code

Securities Registered Pursuant to Section 12(b) of the Act: Common Stock, par value $.01 per share (Title of each class)

Securities Registered Pursuant to Section 12(g) of the Act: None

Name of each exchange on which registered: Nasdaq Global Market

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
YES o NO þ

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 requirements for the past 90 days. YES þ NO o

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

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

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

As of June 30, 2008, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $54.2 million based on the closing stock price of $15.50 on such date as reported on the Nasdaq Global Market.

As of February 12, 2009, the number of outstanding shares of common stock of the registrant was 4,162,896.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant’s annual report to stockholders for the year ended December 31, 2008, are incorporated by reference in Parts I, II and IV of this Form 10-K. Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant’s fiscal year ended December 31, 2008 are incorporated by reference in Part III of this Form 10-K.

TABLE OF CONTENTS

	Page
PART I
Item 1. Business		4
General		4
Market Area		4
Lending Activities		5
Origination, Purchases and Sales of Mortgage-Backed and Related Securities		12
Classified Assets and Delinquencies		14
Investment Activities		15
Sources of Funds		19
Service Corporations of the Bank		22
Competition		22
Other Corporations Owned by HMN		23
Employees		23
Regulation and Supervision		23
Executive Officers		28
Item 1A. Risk Factors		29
Item 1B. Unresolved Staff Comments		35
Item 2. Properties		35
Item 3. Legal Proceedings		35
Item 4. Submission of Matters to a Vote of Security Holders		36
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		36
Item 6. Selected Financial Data		37
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
Item 7A. Quantitative and Qualitative Disclosure About Market Risk		38
Item 8. Financial Statements and Supplementary Data		38
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		38
Item 9A. Controls and Procedures		38
Item 9B. Other Information		40
PART III
Item 10. Directors and Executive Officers of the Registrant		40
Item 11. Executive Compensation		40
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		40
Item 13. Certain Relationships and Related Transactions		40
Item 14. Principal Accountant Fees and Services		41
PART IV
Item 15. Exhibits and Financial Statement Schedules		42
Signatures		43
Index to Exhibits		44
EX-13
EX-21
EX-23
EX-31.1
EX-31.2
EX-32

2

Forward-Looking Statements

The information presented or incorporated by reference in this Annual Report on Form 10-K under the headings “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements are often identified by such forward-looking terminology as “expect,” “intent,” “look,” “believe,” “anticipate,” “estimate,” “project,” “seek,” “may,” “will,” “would,” “could,” “should,” “trend,” “target,” and “goal” or similar statements or variations of such terms and include, but are not limited to those relating to the adequacy of available liquidity to the Bank, the future outlook for the Company and the Company’s compliance with regulatory standards. Additional factors that may cause actual results to differ from the Company’s assumptions and expectations include those set forth in this Form 10-K. All forward-looking statements are qualified by, and should be considered in conjunction with, such cautionary statements. For additional discussion of the risks and uncertainties applicable to the Company, see the “Risk Factors” section of the Company’s Annual Report and this Form 10-K.

3

PART I

ITEM 1. BUSINESS

General

HMN Financial, Inc. (HMN or the Company) is a stock savings bank holding company that owns 100% of Home Federal Savings Bank (the Bank). The Bank has a community banking philosophy and operates retail banking and loan production facilities in Minnesota and Iowa. The Bank has one wholly owned subsidiary, Osterud Insurance Agency, Inc. (OIA) which offers financial planning products and services. HMN has another wholly owned subsidiary, Security Finance Corporation (SFC) which acts as an intermediary for the Bank in completing certain real estate transactions. The Company was incorporated in Delaware in 1994.

As a community-oriented financial institution, the Company seeks to serve the financial needs of communities in its market area. The Company’s business involves attracting deposits from the general public and businesses and using such deposits to originate or purchase one-to-four family residential, commercial real estate, and multi-family mortgage loans as well as consumer, construction, and commercial business loans. The Company also invests in mortgage-backed and related securities, U.S. government agency obligations and other permissible investments. The executive offices of the Company are located at 1016 Civic Center Drive Northwest, Rochester, Minnesota 55901. Its telephone number at that address is (507) 535-1200. The Company’s website is located at www.hmnf.com. Information contained on the Company’s website is expressly not incorporated by reference into this Form 10-K.

Market Area

The Company serves the southern Minnesota counties of Fillmore, Freeborn, Houston, Mower, Olmsted and Winona and portions of Steele, Dodge, Goodhue and Wabasha through its corporate office located in Rochester, Minnesota and its ten branch offices located in Albert Lea, Austin, La Crescent, Rochester, Spring Valley and Winona, Minnesota. The portion of the Company’s southern Minnesota market area consisting of Rochester and the contiguous communities is composed of primarily urban and suburban communities, while the balance of the Company’s southern Minnesota market area consists primarily of rural areas and small towns. Primary industries in the Company’s southern Minnesota market area include manufacturing, agriculture, health care, wholesale and retail trade, service industries and education. Major employers include IBM, Mayo Clinic and Hormel (a food processing company). The Company’s market area is also the home of Winona State University, Rochester Community and Technical College, University of Minnesota — Rochester, Winona State University — Rochester Center and Austin’s Riverland Community College.

The Company serves the southern Twin Cities metro county of Dakota from its office located in Eagan, Minnesota. Major employers in this market area include Northwest Airlines, Cenex Harvest States (cooperative), Flint Hills Resources LP (oil refinery), Unisys Corp (computer software) and West Group (legal research).

The Company serves the Iowa counties of Marshall and Tama through its branch offices located in Marshalltown and Toledo, Iowa. Major employers in the area are Swift & Company (pork processors), Fisher Controls International (valve and regulator manufacturing), Lennox Industries (furnace and air conditioner manufacturing), Iowa Veterans Home (hospital care), Marshall Community School District (education), Marshall Medical & Surgical Center (hospital care) and Meskwaki Casino (gaming operations).

Based upon information obtained from the U.S. Census Bureau for 2006 (the last year for which information is available), the population of the six primary counties in the Bank’s southern Minnesota market area was estimated as follows: Fillmore — 21,151; Freeborn — 31,636; Houston - 19,832; Mower — 38,666; Olmsted — 137,521; and Winona — 49,288. The median household income for these six counties ranged from $39,865 to $58,044. The population of Dakota county was 388,001 and the median household income was $67,175. With respect to Iowa, the population of Marshall County was 39,555 and the population of Tama County was 17,890. The median household income of these two counties ranged from $41,344 to $42,580.

The Company also serves a diverse high net worth customer base primarily in the seven county metropolitan area of Minneapolis and St. Paul from its private banking office, located in Edina, Minnesota. The Company serves a similar group of individuals and businesses in Olmsted County from its two private banking offices located in Rochester, Minnesota.

4

Lending Activities

General. Historically, the Company has originated 15 and 30 year, fixed rate mortgage loans secured by one-to-four family residences for its loan portfolio. Over the past 10 years, the Company has focused on managing interest rate risk and increasing interest income by increasing its investment in shorter term and generally higher yielding commercial real estate, commercial business and construction loans while reducing its investment in longer term one-to-four family real estate loans. The Company continues to originate 15 and 30 year fixed rate mortgage loans, including growing equity mortgage (GEM) loans that have a fixed rate, but payments that increase after the first year, and adjustable rate mortgage loans that are fixed for an initial period of one, three or five years and some shorter term fixed rate loans that have certain characteristics. The shorter term fixed and adjustable rate loans are placed into portfolio, while the majority of the 15 and 30 year fixed rate mortgage loans are sold in the secondary mortgage market. In 2008, a larger percentage of 15 and 30 year loans were placed into portfolio in order to maintain the single family portfolio and manage interest rate risk. The Company also offers an array of consumer loan products that include both open and closed end home equity loans. Home equity lines of credit have adjustable interest rates based upon the prime rate as published in the Wall Street Journal plus a margin. Refer to Note 4 of the Notes to Consolidated Financial Statements in the Annual Report for more information on the loan portfolio (incorporated by reference in Item 8. of Part II of this Form 10-K).

5

The following table shows the composition of the Company’s loan portfolio by fixed and adjustable rate loans as of December 31:

	2008						2007						2006					2005					2004
(Dollars in thousands)	Amount			Percent			Amount			Percent			Amount		Percent			Amount		Percent			Amount		Percent
Fixed rate Loans
Real estate:
One-to-four family:
GEM	$	8,962			0.97	%	$	11,854			1.34	%	$	13,335		1.70	%	$	14,812		1.84	%	$	16,133		2.01	%
Other		79,728			8.62			80,663			9.14			62,184		7.92			55,700		6.94			59,937		7.48
Total one-to-four family		88,690			9.59			92,517			10.48			75,519		9.62			70,512		8.78			76,070		9.49
Multi-family		4,703			0.50			5,952			0.68			6,238		0.80			6,007		0.75			6,444		0.80
Commercial		91,835			9.93			69,276			7.84			100,562		12.80			89,905		11.19			51,390		6.41
Construction or development		29,344			3.17			16,519			1.87			6,640		0.84			12,919		1.61			27,557		3.44
Total real estate loans		214,572			23.19			184,264			20.87			188,959		24.06			179,343		22.33			161,461		20.14
Consumer loans:
Savings		277			0.03			358			0.04			814		0.10			605		0.07			454		0.06
Automobile		1,333			0.15			1,730			0.20			3,093		0.39			5,462		0.68			9,496		1.18
Home equity		22,961			2.48			20,249			2.29			21,181		2.70			19,289		2.40			20,019		2.50
Mobile home		1,316			0.14			1,699			0.19			2,052		0.26			2,299		0.29			2,896		0.36
Land/Lot loans		1,956			0.21			2,616			0.30			1,426		0.18			1,234		0.15			818		0.10
Other		3,087			0.33			2,007			0.23			2,192		0.28			2,569		0.32			3,134		0.39
Total consumer loans		30,930			3.34			28,659			3.25			30,758		3.91			31,458		3.91			36,817		4.59
Commercial business loans		90,458			9.78			90,688			10.27			65,347		8.32			49,297		6.14			69,671		8.69
Total non-real estate loans		121,388			13.12			119,347			13.52			96,105		12.23			80,755		10.05			106,488		13.28
Total fixed rate loans		335,960			36.31			303,611			34.39			285,064		36.29			260,098		32.38			267,949		33.42
Adjustable rate Loans
Real estate:
One-to-four family		73,299			7.92			60,456			6.85			58,751		7.48			56,563		7.04			62,938		7.85
Multi-family		24,589			2.66			23,120			2.62			23,624		3.01			34,745		4.33			35,478		4.43
Commercial		233,469			25.23			212,547			24.08			193,928		24.69			170,363		21.21			173,554		21.65
Construction or development		78,939			8.53			94,516			10.70			53,538		6.82			67,424		8.39			70,841		8.84
Total real estate loans		410,296			44.34			390,639			44.25			329,841		42.00			329,095		40.97			342,811		42.77
Consumer:
Home equity		52,194			5.64			51,322			5.81			54,328		6.91			60,853		7.57			67,154		8.38
Land/Lot loans		1,013			0.11			1,535			0.17			4,076		0.52			8,197		1.02			10,754		1.34
Other		2,464			0.27			3,393			0.39			686		0.09			390		0.05			248		0.03
Total consumer loans		55,671			6.02			56,250			6.37			59,090		7.52			69,440		8.64			78,156		9.75
Commercial business loans		123,317			13.33			132,271			14.99			111,423		14.19			144,665		18.01			112,698		14.06
Total non-real estate loans		178,988			19.35			188,521			21.36			170,513		21.71			214,105		26.65			190,854		23.81
Total adjustable rate loans		589,284			63.69			579,160			65.61			500,354		63.71			543,200		67.62			533,665		66.58
Total loans		925,244			100.00	%		882,771			100.00	%		785,418		100.00	%		803,298		100.00	%		801,614		100.00	%
Less
Loans in process		0	*					3,011						5,252					7,008					7,561
Unamortized (premiums) discounts		569						(11	)					40					190					63
Net deferred loan fees		2,529						2,245						2,021					1,644					1,781
Allowance for losses on loans		21,257						12,438						9,873					8,778					8,996
Total loans receivable, net	$	900,889					$	865,088					$	768,232				$	785,678				$	783,213

* - Core data processing systems converted in 2008, loans in process amounts are reflected in net loan amounts in table.

6

The following table illustrates the interest rate maturities of the Company’s loan portfolio at December 31, 2008. Loans which have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due. Scheduled repayments of principal are reflected in the year in which they are scheduled to be paid. The schedule does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses.

	Real Estate
						Multi-family and
	One-to-four family					Commercial					Construction					Consumer					Commercial Business					Total
			Weighted					Weighted					Weighted					Weighted					Weighted					Weighted
Due During Years Ending			Average					Average					Average					Average					Average					Average
December 31,	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
2009 (1)	$	7,473		6.52	%	$	93,628		4.83	%	$	29,628		4.50	%	$	6,776		8.34	%	$	69,838		5.97	%	$	207,343		5.34	%
2010		11,607		3.13			38,046		4.11			28,588		5.23			2,587		8.41			34,380		6.14			115,208		4.99
2011		3,448		6.96			40,011		6.59			7,055		4.03			4,450		7.88			23,979		7.29			78,943		6.66
2012 through 2013		10,625		5.87			71,638		6.13			10,534		5.88			13,107		6.65			37,130		6.60			143,034		6.26
2014 through 2018		17,906		5.86			66,186		6.66			8,537		5.28			8,927		7.17			35,039		6.83			136,595		6.55
2019 through 2033		30,840		5.91			45,087		6.23			21,144		6.99			50,563		6.23			13,409		7.05			161,043		6.34
2034 and following		80,090		5.76			0		0.00			2,797		5.38			191		5.79			0		0.00			83,078		5.75
	$	161,989				$	354,596				$	108,283				$	86,601				$	213,775				$	925,244

⁽¹⁾ Includes demand loans, loans having no stated maturity and overdraft loans.

The total amount of loans due after December 31, 2009 that have predetermined interest rates is $325.5 million, while the total amount of loans due after such date that have floating or adjustable interest rates is $392.4 million. At December 31, 2008 construction or development loans were $30.0 million for one-to-four family dwellings, $35.6 million for multi-family and $42.7 million for nonresidential.

7

Under the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the aggregate amount of loans that the Bank is permitted to make to any one borrower is generally limited to 15% of unimpaired capital and surplus (25% if the security for such loan has a “readily ascertainable” value or 30% for certain residential development loans). At December 31, 2008, based upon the 15% limitation, the Bank’s regulatory limit for loans to one borrower was approximately $13.7 million. At December 31, 2008, the dollar amount of outstanding loans and commitments to seven different groups of related borrowers exceeded this amount, but some of the loans included in these loan totals were exempt from the lending limit under the direct benefit and common enterprise rules of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as a portion of these loans did not benefit the same individual borrowers. Some of the loans were secured by deposits held by the Bank which provided the Bank with an expanded lending limit. The largest of these borrowing relationships is secured by commercial real estate and was performing in accordance with its terms at December 31, 2008. The total loans and commitments outstanding to this borrower at December 31, 2008 were $26.8 million. The amount outstanding, excluding those loans that were exempt from the loans to one borrower limits because of the direct benefit and common enterprise rules or because they were secured by deposits, was $8.7 million.

All of the Bank’s lending is subject to its written underwriting standards and to loan origination procedures. Decisions on loan applications are made on the basis of detailed applications and property valuations determined by an independent appraiser. The loan applications are designed primarily to determine the borrower’s ability to repay. The more significant items on the application are verified through the use of credit reports, financial statements, tax returns or confirmations. The Bank also offers other loan programs with low or alternative documentation underwriting procedures that conform to Federal National Mortgage Association (FNMA) underwriting guidelines.

The Bank’s Retail Loan Committee is responsible for reviewing and approving all loans over the Federal Home Loan Mortgage Corporation/FNMA conforming loan dollar limit originated by the Bank that are not sold in the secondary loan market. This limit was $417,000 for both 2008 and 2007. Approval of at least one member of the Retail Loan Committee was obtained on all loans above this limit.

The Bank’s Commercial Loan Committee is responsible for reviewing and approving individual commercial loans or loans to borrowers with aggregate lending relationships ranging from $1.0 million to $7.5 million. The Bank’s individual commercial loan officers have the authority to approve loans that meet the guidelines established by the Bank’s commercial loan policy for loans up to $250,000, subject to specific loan officer authority limits. The Bank’s Commercial Loan Officers Committee has the authority to approve loans that meet the commercial loan policy guidelines that are less than $1.0 million. Individual loans of $7.5 million or more, and new loans of more than $1 million to borrowers with aggregate lending relationships that exceed $7.5 million, must be approved by the Company’s Board of Directors or its Executive Commercial Loan Committee.

In response to the Company’s increased level of non-performing assets in 2008, internal loans to one borrower limits were reduced to $4.5 million subsequent to year end, with existing relationships over the new limit “grandfathered” in. All new loans originated, after the internal policy change, that exceed $4.5 million will require the approval of the Executive Commercial Loan Committee.

The Bank generally requires title insurance on its mortgage loans, as well as fire and extended coverage casualty insurance in amounts at least equal to the principal amount of the loan or the value of improvements on the property. The Bank also requires flood insurance to protect the property securing its interest when the property is located in a flood plain.

One-to-Four Family Residential Real Estate Lending. At December 31, 2008, the Company’s one-to-four family real estate loans, consisting of both fixed rate and adjustable rate loans, totaled $162.0 million, an increase of $9.0 million, from $153.0 million at December 31, 2007. The increase in the one-to-four family loans in 2008 is the result of placing more of the loans that were originated during the year into the portfolio, instead of selling them in the secondary market, in order to increase the portfolio balance. The Company’s long term strategy is to maintain the single family loan portfolio at current levels and to decrease the amount of shorter term commercial real estate and commercial business loans in the portfolio.

8

The Company offers conventional fixed rate one-to-four family loans that have maximum terms of 30 years. In order to manage interest rate risk, the Company typically sells the majority of fixed rate loan originations with terms to maturity of 15 years or greater that are eligible for sale in the secondary market. The interest rates charged on the fixed rate loan products are based on the secondary market delivery rates, as well as other competitive factors. The Company also originates a limited number of fixed rate loans with terms up to 30 years that are insured by the Federal Housing Authority, Veterans Administration, Minnesota Housing Finance Agency or Iowa Finance Authority.

The Company also offers one-year adjustable rate mortgages (ARMs) at a margin (generally 275 to 375 basis points) over the yield on the Average Monthly One Year U.S. Treasury Constant Maturity Index for terms of up to 30 years. The ARM loans offered by the Company allow the borrower to select (subject to pricing) an initial period of one year, three years, or five years between the loan origination and the date the first interest rate change occurs. The ARMs generally have a 200 basis point annual interest rate change cap and a lifetime cap of 600 basis points over or under the initial rate. The Company’s originated ARMs do not permit negative amortization of principal, generally do not contain prepayment penalties and are not convertible into fixed rate loans.

In underwriting one-to-four family residential real estate loans, the Company evaluates the borrower’s credit history; ability to make principal, interest and escrow payments; the value of the property that will secure the loan; and debt to income ratios. Properties securing one-to-four family residential real estate loans made by the Company are appraised by independent fee appraisers. The Company originates residential mortgage loans with loan-to-value ratios up to 100% for owner-occupied homes and up to 90% for non-owner occupied homes; however, private mortgage insurance is generally required to reduce the Company’s exposure to 80% of value or less on most loans. Some niche portfolio loan programs to medical residents are offered with 100% financing with no private mortgage insurance requirements. The Company generally seeks to underwrite its loans in accordance with secondary market standards.

The Company’s residential mortgage loans customarily include due-on-sale clauses giving it the right to declare the loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the property subject to the mortgage.

Fixed rate loans in the Company’s portfolio include both GEM loans and conventional fixed rate loans. The GEM loans require payments that increase after the first year. Under the GEM loans, the monthly payments required for the first year are established based on a 30-year amortization schedule. Depending upon the program selected, the payments may increase in the succeeding years by amounts ranging from 0% to 6.2%. Most of the GEM loans originated by the Company provide for at least four annual payment increases over the first five years of the loan. The increased payments required under GEM loans are applied to principal and have the effect of shortening the term to maturity; the GEM loans do not permit negative amortization. The Company currently offers one GEM product with a contractual maturity of approximately 15 years. The GEMs are generally priced based upon loans with similar contractual maturities. The GEMs are popular with consumers who anticipate future increases in income and who desire an amortization schedule of less than 30 years. Low mortgage interest rates over the past several years have eliminated the demand for GEM loans as consumers have opted for shorter term fixed rate loans and none of the loans have been originated in the past three years. The decreased originations of GEM loans over the past several years has mitigated the risks associated with increasing loan payment amounts in a weakening economy with lower home values as those borrowers that have taken out these loans in the past have had time to build equity in their homes to offset a portion of the decline in value.

Commercial Real Estate and Multi-Family Lending. The Company originates permanent commercial real estate and multi-family loans secured by properties located primarily in its market area. It also purchases a limited amount of participations in commercial real estate and multi-family loans originated by third parties on properties outside of its market area. The commercial real estate and multi-family loan portfolio includes loans secured by motels, hotels, apartment buildings, churches, ethanol plants, manufacturing plants, office buildings, business facilities, shopping malls, nursing homes, golf courses, warehouses and other non-residential building properties primarily located in the Upper Midwest part of the United States.

9

Permanent commercial real estate and multi-family loans are generally originated for a maximum term of 10 years and may have longer amortization periods with balloon maturity features. The interest rates may be fixed for the term of the loan or have adjustable features that are tied to the prime rate or another published index. Commercial real estate and multi-family loans are generally written in amounts up to 80% of the lesser of the appraised value of the property or the purchase price and generally have a debt service coverage ratio of at least 120%. The debt service coverage ratio is the ratio of net cash from operations to debt service payments. The Company may originate construction loans secured by commercial or multi-family real estate, or may purchase participation interests in third party originated construction loans secured by commercial or multi-family real estate.

Appraisals on commercial real estate and multi-family real estate properties are performed by independent appraisers prior to the time the loan is made. For transactions less than $250,000, the Company may use an internal valuation. All appraisals on commercial and multi-family real estate are reviewed and approved by a commercial loan officer, credit manager, commercial department manager or a qualified third party. The Bank’s underwriting procedures require verification of the borrower’s credit history, income and financial statements, banking relationships and income projections for the property. All commercial real estate and multi-family loans over $1.0 million must be approved by a majority of the Commercial Loan Committee prior to closing. The commercial loan policy generally requires personal guarantees from the proposed borrowers. An initial on-site inspection is generally required for all collateral properties for loans with balances in excess of $250,000. Independent annual reviews are performed for aggregate commercial lending relationships that exceed $500,000. The reviews cover financial performance, documentation completeness and accuracy of loan risk ratings.

Multi-family and commercial real estate loans generally present a higher level of risk than loans secured by one-to-four family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family and commercial real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed), the borrower’s ability to repay the loan may be impaired. At December 31, 2008, $47.0 million of loans in the commercial real estate portfolio were nonperforming, with the largest two relationships being a $9.1 million loan secured by a residential development in the Twin Cities and a $7.5 million loan secured by an ethanol plant in Indiana.

Construction Lending. The Company makes construction loans to individuals for the construction of their residences and to builders for the construction of one-to-four family residences. It also makes some loans to builders for houses built on speculation. Construction loans also include commercial real estate loans.

Almost all loans to individuals for the construction of their residences are structured as permanent loans. These loans are made on the same terms as residential loans, except that during the construction phase, which typically lasts up to twelve months, the borrower pays interest only. Generally, the borrower also pays a construction fee at the time of origination equal to the origination fee plus other costs associated with processing the loan. Residential construction loans are underwritten pursuant to the same guidelines used for originating residential loans on existing properties.

Construction loans to builders or developers of one-to-four family residences generally carry terms of one year or less and may permit the payment of interest from loan proceeds.

Construction loans to owner occupants are generally made in amounts up to 95% of the lesser of cost or appraised value, but no more than 90% of the loan proceeds can be disbursed until the building is completed. The Company generally limits the loan-to-value ratios on loans to builders to 80%. Prior to making a commitment to fund a construction loan, the Company requires a valuation of the property, financial data, and verification of the borrower’s income. The Company obtains personal guarantees for substantially all of its construction loans to builders. Personal financial statements of guarantors are also obtained as part of the loan underwriting process. Construction loans are generally located in the Company’s market area.

10

Construction loans are obtained principally through continued business from builders and developers who have previously borrowed from the Bank, as well as referrals from existing customers and walk-in customers. The application process includes a submission to the Bank of accurate plans, specifications and costs of the project to be constructed. These items are used as a basis to determine the appraised value of the subject property to be built.

At December 31, 2008, construction loans totaled $108.3 million, of which one-to-four family residential totaled $30.0 million, multi-family residential totaled $35.6 million and commercial real estate totaled $42.7 million.

The nature of construction loans makes them more difficult to evaluate and monitor especially in a market where home prices have been declining. The risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s value upon completion of the project, experience of the builder, and the estimated cost (including interest) of the project. If the estimate of value proves to be inaccurate, the Company may be confronted, at or prior to the maturity of the loan, with a project having a value that is insufficient to assure full repayment and/or the possibility of having to make substantial investments to complete and sell the project. Because defaults in repayment may not occur during the construction period, it may be difficult to identify problem loans at an early stage. In these cases, the Company may be required to modify the terms of the loan.

Consumer Lending. The Company originates a variety of consumer loans, including home equity loans (open-end and closed-end), automobile, mobile home, lot loans, loans secured by deposit accounts and other loans for household and personal purposes.

Consumer loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The Company’s consumer loans are made at fixed or adjustable interest rates, with terms up to 20 years for secured loans and up to three years for unsecured loans.

The Company’s home equity loans are written so that the total commitment amount, when combined with the balance of any other outstanding mortgage liens, may not exceed 90% of the appraised value of the property or 100% of an internally established market value. Internal market values are established using current market data including tax assessment values and recent sales data and are typically lower than third party appraised values. The closed-end home equity loans are written with fixed or adjustable rates with terms up to 15 years. The open-end home equity lines are written with an adjustable rate with a 10 year draw period that requires “interest only” payments followed by a 10-year repayment period that fully amortizes the outstanding balance. The consumer may access the open-end home equity line either by making a withdrawal at the Bank or writing a check on the home equity line of credit account. Open and closed-end equity loans, which are generally secured by second mortgages on the borrower’s principal residence, represented 86.8% of the consumer loan portfolio at December 31, 2008.

The underwriting standards employed by the Company for consumer loans include a determination of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount. Consumer loans may entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or are secured by rapidly depreciable assets, such as automobiles or mobile homes. In these cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans. At December 31, 2008, $5.3 million of the consumer loan portfolio was non-performing.

11

Commercial Business Lending. In order to satisfy the demand for financial services to individuals and businesses in its market area, the Company maintains a portfolio of commercial business loans primarily to retail, manufacturing operations and professional firms. The Company’s commercial business loans generally have terms ranging from six months to five years and may have either fixed or variable interest rates. The Company’s commercial business loans generally include personal guarantees and are usually, but not always, secured by business assets such as inventory, equipment, leasehold interests in equipment, fixtures, real estate and accounts receivable. The underwriting process for commercial business loans includes consideration of the borrower’s financial statements, tax returns, projections of future business operations and inspection of the subject collateral, if any. The Company also purchases participation interests in commercial business loans originated outside of the Company’s market area from third party originators. These loans generally have underlying collateral of inventory or equipment and repayment periods of less than ten years.

Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her income, and which are secured by real property with more easily ascertainable value, commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself. Furthermore, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. At December 31, 2008, $4.7 million of loans in the commercial business loan portfolio were non-performing compared to $1.7 million at December 31, 2007.

Originations, Purchases and Sales of Loans and Mortgage-Backed and Related Securities

Real estate loans are generally originated by the Company’s salaried and commissioned loan officers. Loan applications are taken in all branch and loan production offices.

The Company originates both fixed and adjustable rate loans, however, its ability to originate loans is dependent upon the relative customer demand for loans in its markets. Demand for adjustable rate loans is affected by the interest rate environment. The Company originated for its portfolio $25.0 million of one-to-four family adjustable rate loans during 2008, an increase of $11.0 million, from $14.0 million in 2007. The Company also originated for its portfolio $21.0 million of fixed rate one-to-four family loans during 2008, an increase of $13.2 million, from $7.8 million for 2007.

During the past several years, the Company has focused its portfolio loan origination efforts on commercial real estate, commercial business and consumer loans because these loans have terms to maturity and adjustable interest rate characteristics that are generally more beneficial to the Company than single family fixed rate conventional loans in managing interest rate risk. The Company originated $180.0 million of multi-family and commercial real estate, commercial business and consumer loans (which excludes commercial real estate loans in construction or development) during 2008, a decrease of $102.1 million, from originations of $282.1 million for 2007. The decrease in originations reflects the reduced demand for credit as a result of the difficult economic environment that existed in 2008.

In order to supplement loan demand in the Company’s market area and geographically diversify its loan portfolio, the Company purchases participations in real estate loans from selected sellers, with yields based upon current market rates. The Company reviews and underwrites all loans purchased to ensure that they meet the Company’s underwriting standards and the seller generally continues to service the loans. The Company purchased $10.4 million of loans during 2008, a decrease of $49.3 million, from $59.7 million during 2007. Purchases were reduced in 2008 as a result of the increased cost of capital and reduced commercial loan demand. The purchased commercial real estate and commercial business loans have terms and interest rates that are similar in nature to the Company’s originated commercial and business portfolio. Refer to Note 4 of the Notes to Consolidated Financial Statements in the Annual Report for more information on purchased loans (incorporated by reference in Item 8 of Part II of this Form 10-K).

The Company has some mortgage-backed and related securities that are held, based on investment intent, in the “available for sale” portfolio. The Company purchased $59.6 million of mortgage-backed securities in 2008 compared to $14.5 million in purchases in 2007. More mortgage-backed securities were purchased in 2008 due to their increased yield compared to agency debt instruments. The Company did not sell any mortgage-backed securities during 2008 or 2007. See — “Investment Activities.”

12

The following table shows the loan and mortgage-backed and related securities origination, purchase, acquisition, sale and repayment activities of the Company for the periods indicated.

LOANS HELD FOR INVESTMENT

	Year Ended December 31,
(Dollars in thousands)	2008			2007			2006
Originations by type:
Adjustable rate:
Real estate -
- one-to-four family	$	24,986			13,969			13,493
- multi-family		4,418			1,661			0
- commercial		38,700			34,452			76,797
- construction or development		49,093			245,126			159,278
Non-real estate -
- consumer		19,560			12,546			11,607
- commercial business		44,968			111,946			94,603
Total adjustable rate		181,725			419,700			355,778
Fixed rate:
Real estate -
- one-to-four family		21,023			7,822			14,671
- multi-family		206			1,612			0
- commercial		14,936			11,454			31,635
- construction or development		26,650			20,359			5,691
Non-real estate -
- consumer		18,251			16,679			23,127
- commercial business		38,926			91,728			54,261
Total fixed rate		119,992			149,654			129,385
Total loans originated		301,717			569,354			485,163
Purchases:
Real estate -
- one-to-four family		0			165			0
- commercial		4,505			7,097			8,874
- construction or development		1,596			26,500			9,700
Non-real estate -
- commercial business		4,275			25,911			8,885
Total loans purchased		10,376			59,673			27,459
Sales, Participations and repayments:
Real estate -
- one-to-four family		4,248			0			0
- commercial		21,827			45,125			21,588
- construction or development		7,712			177,911			107,649
Non-real estate -
- consumer		440			1,157			2,416
- commercial business		38,559			14,190			15,912
Total sales		72,786			238,383			147,565
Transfers to loans held for sale		7,292			3,020			5,994
Principal repayments		172,350			285,420			373,953
Total reductions		252,428			526,823			527,512
Decrease in other items, net		(17,192	)		(4,851	)		(2,990	)
Net increase (decrease)	$	42,473			97,353			(17,880	)

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LOANS HELD FOR SALE

	Year Ended December 31,
(Dollars in thousands)	2008			2007			2006
Originations by type:
Adjustable rate:
Real estate -
- one-to-four family	$	1,009			600			1,400
Total adjustable rate		1,009			600			1,400
Fixed rate:
Real estate -
- one-to-four family		48,308			48,782			57,277
- construction or development		0			2,740			1,340
Total fixed rate		48,308			51,522			58,617
Total loans originated		49,317			52,122			60,017
Sales and repayments:
Real estate -
- one-to-four family		57,359			53,326			65,951
Total sales		57,359			53,326			65,951
Transfers from loans held for investment		(7,292	)		(3,020	)		(5,994	)
Total reductions		50,067			50,306			59,957
Net increase (decrease)	$	(750	)		1,816			60

MORTGAGE-BACKED AND RELATED SECURITIES

	Year Ended December 31,
(Dollars in thousands)	2008			2007			2006
Purchases:
Mortgage-backed securities:
FNMA MBSs	$	59,556			4,597			0
CMOs and REMICs (1)		0			9,932			0
Total purchases		59,556			14,529			0
Sales:
Mortgage-backed securities:
Principal repayments		(697	)		(2,239	)		(702	)
Net increase (decrease)	$	58,859			12,290			(702	)

⁽¹⁾ Collateralized Mortgage Obligations and Real Estate Mortgage Investment Conduits

Classified Assets and Delinquencies

Classification of Assets. Federal regulations require that each savings institution classify its assets on a regular basis. In addition, in connection with examinations of savings institutions, the Office of Thrift Supervision (OTS) and the Federal Deposit Insurance Corporation (FDIC) examiners may identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. Assets classified as substandard have one or more defined weaknesses and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have the weaknesses of those classified as substandard, with additional characteristics that make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified as loss is considered uncollectible and of such little value that continuance as an asset on the balance sheet of the institution is not warranted. Assets classified as substandard or doubtful require the institution to establish prudent specific allowances for loan losses. If an asset, or portion thereof, is classified as loss, the institution must either establish specific allowances for loan losses in the amount of 100% of the portion of the asset classified as loss, or charge off such amount. If an institution does not agree with an OTS or FDIC examiner’s classification of an asset, it may appeal the determination to the OTS District Director or the appropriate FDIC personnel, depending on the regulator. On the basis of management’s review of its assets, at December 31, 2008, the Bank classified a total of $87.9 million of its loans and other assets as follows:

14

			Construction
	One-to-Four		or		Commercial and				Commercial
(Dollars in thousands)	Family		Development		Multi-family		Consumer		Business		Other Assets		Total
Substandard	$	1,256		11,826		21,753		9,057		3,501		12,838		60,231
Doubtful		6,000		237		12,329		66		621		5,876		25,129
Loss		472		0		808		650		549		25		2,504
Total	$	7,728		12,063		34,890		9,773		4,671		18,739		87,864

The Bank’s classified assets consist of non-performing loans and loans and other assets of concern discussed in the management discussion and analysis section of the annual report. At December 31, 2008, these asset classifications are materially consistent with those of the OTS and FDIC.

Delinquency Procedures. Generally, the following procedures apply to delinquent one-to-four family real estate loans. When a borrower fails to make a required payment on a loan, the Company attempts to cure the delinquency by contacting the borrower. A late notice is sent on all loans over 16 days delinquent. Additional written and verbal contacts are made with the borrower between 30 and 60 days after the due date. If the loan is contractually delinquent 90 days, the Company sends a 30-day demand letter to the borrower and after the loan is contractually delinquent 120 days, institutes appropriate action to foreclose on the property. If foreclosed, the property is sold at a sheriff’s sale and may be purchased by the Company. Delinquent commercial real estate loans are generally handled in a similar manner. The Company’s procedures for repossession and sale of consumer collateral are subject to various requirements under state consumer protection laws.

Real estate acquired by the Company as a result of foreclosure is typically classified as real estate in judgment for six to twelve months and thereafter as real estate owned until it is sold. When property is acquired by foreclosure or deed in lieu of foreclosure, it is recorded at the lower of cost or estimated fair value, less the estimated cost of disposition as real estate owned. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of fair value less disposition cost.

The following table sets forth the Company’s loan delinquencies by loan type, amount and percentage of type at December 31, 2008 for loans past due 60 days or more.

	Loans Delinquent For:														Total Delinquent
	60-89 Days							90 Days and Over							Loans
					Percent							Percent							Percent
					of Loan							of Loan							of Loan
(Dollars in thousands)	Number		Amount		Category			Number		Amount		Category			Number		Amount		Category
One-to-four family real estate		4	$	6,344		3.92	%		12	$	6,711		4.14	%		16	$	13,055		8.06	%
Nonresidential		4		4,697		1.44			3		14,715		4.52			7		19,412		5.97
Construction or development		0		0		0.00			3		5,424		5.01			3		5,424		5.01
Consumer		19		3,336		3.85			29		2,232		2.58			48		5,568		6.43
Commercial business		5		4,112		1.92			6		10,698		5.00			11		14,810		6.93
Total		32	$	18,489		2.00	%		53	$	39,780		4.30	%		85	$	58,269		6.30	%

Loans delinquent for 90 days and over are non-accruing and are included in the Company’s non-performing asset total at December 31, 2008.

Investment Activities

The Company and the Bank utilize the available for sale securities portfolio in virtually all aspects of asset/liability management. In making investment decisions, the Investment-Asset/Liability Committee considers, among other things, the yield and interest rate objectives, the credit risk position, and the Bank’s liquidity and projected cash flow requirements.

15

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

The investment strategy of the Company and the Bank has been directed toward a mix of high-quality assets (primarily government agency obligations) with short and intermediate terms to maturity. At December 31, 2008, the Company did not own any investment securities of a single issuer that exceeded 10% of the Company’s stockholder’s equity other than U.S. government agency obligations.

The Bank invests a portion of its liquid assets in interest-earning overnight deposits of the Federal Home Loan Bank of Des Moines (FHLB), other banks and money market mutual funds. Other investments include high grade medium-term (up to four years) federal agency notes, and a variety of other types of mutual funds that invest in adjustable rate mortgage-backed securities, asset-backed securities, repurchase agreements and U.S. Treasury and agency obligations. The Company invests in the same type of investment securities as the Bank and may also invest in taxable and tax exempt municipal obligations and corporate equities such as preferred and common stock. Refer to Note 3 of the Notes to Consolidated Financial Statements in the Annual Report for additional information regarding the Company’s securities portfolio (incorporated by reference in Item 8 of Part II of this Form 10-K).

16

The following table sets forth the composition of the Company’s securities portfolio, excluding mortgage-backed and related securities, at the dates indicated.

	December 31, 2008										December 31, 2007									December 31, 2006
	Amort		Adjusted			Market		% of			Amort		Adjusted		Market		% of			Amort		Adjusted		Market		% of
(Dollars in thousands)	Cost		To			Value		Total			Cost		To		Value		Total			Cost		To		Value		Total
Securities available for sale:
U.S. Government agency obligations	$	94,745		2,723			97,468		84.40	%	$	164,730		2,290		167,020		89.97	%	$	119,240		22		119,262		74.68	%
Corporate preferred stock (1)		700		(350	)		350		0.30			700		0		700		0.38			700		0		700		0.44
Subtotal		95,445					97,818		84.70			165,430				167,720		90.35			119,940				119,962		75.12
Federal Home Loan Bank stock		7,286					7,286		6.30			6,198				6,198		3.34			7,956				7,956		4.98
Total investment securities and Federal Home Loan Bank stock		102,731					105,104		91.00			171,628				173,918		93.69			127,896				127,918		80.10
Average remaining life of investment securities excluding Federal Home Loan Bank stock	0.86 years										1.16 years									1.06 years
Other interest earning assets:
Cash equivalents		10,440					10,440		9.00			11,718				11,718		6.31			31,776				31,776		19.90
Total	$	113,171					115,544		100.00	%	$	183,346				185,636		100.00	%	$	159,672				159,694		100.00	%
Average remaining life or term to repricing of investment securities and other interest earning assets, excluding Federal Home Loan Bank stock	0.77 years										1.08 years									0.8 years

⁽¹⁾ Average life assigned to corporate preferred stock holdings is five years.

17

The composition and maturities of the investment securities portfolio, excluding Federal Home Loan Bank stock, mortgage-backed and related securities, are indicated in the following table.

	December 31, 2008
				After 1			After 5
	1 Year			through 5			through 10			Over 10			No Stated
	or Less			Years			Years			Years			Maturity			Total Securities
	Amortized			Amortized			Amortized			Amortized			Amortized			Amortized			Adjusted			Market
(Dollars in thousands)	Cost			Cost			Cost			Cost			Cost			Cost			To			Value
Securities available for sale:
U.S. government agency securities	$	69,881			24,864			0			0			0			94,745			2,723			97,468
Corporate preferred stock		0			0			0			700			0			700			(350	)		350
Total	$	69,881			24,864			0			700			0			95,445			2,373			97,818
Weighted average yield (1)		3.83	%		5.25	%		0.00	%		6.27	%		0.00	%		4.22	%

⁽¹⁾ Yields are computed on a tax equivalent basis.

Mortgage-Backed and Related Securities. In order to supplement loan production and achieve its asset/liability management goals, the Company invests in mortgage-backed and related securities. All of the mortgage-backed and related securities owned by the Company are issued, insured or guaranteed either directly or indirectly by a federal agency. The Company had $77.3 million of mortgage-backed and related securities classified as available for sale at December 31, 2008, compared to $18.4 million at December 31, 2007 and $6.2 million at December 31, 2006. More mortgage backed securities were purchased in 2008 due to the superior yield to comparable agency debt instruments with similar durations available in the market. The CMO’s in the Company’s portfolio are issued by U.S. Government Agencies and are not supported by subprime mortgages.

The contractual maturities of the mortgage-backed and related securities portfolio without any prepayment assumptions at December 31, 2008 are as follows:

													Dec. 31,
													2008
	5 Years			5 to 10			10 to 20			Over 20			Balance
(Dollars in thousands)	or Less			Years			Years			Years			Outstanding
Securities available for sale:
Federal Home Loan Mortgage Corporation	$	10,934			21,548			4,336			0			36,818
Government National Mortgage Association		0			5			0			0			5
Federal National Mortgage Association		12,653			15,267			0			0			27,920
Collateralized Mortgage Obligations		0			387			9,667			2,530			12,584
Total	$	23,587			37,207			14,003			2,530			77,327
Weighted average yield		4.22	%		4.29	%		4.87	%		4.00	%		4.36	%

At December 31, 2008, the Company did not have any non-agency mortgage-backed or related securities in excess of 10% of its stockholders’ equity.

Collateralized Mortgage Obligations (CMOs) are securities derived by reallocating the cash flows from mortgage-backed securities or pools of mortgage loans in order to create multiple classes, or tranches, of securities with coupon rates and average lives that differ from the underlying collateral as a whole. The term to maturity of any particular tranche is dependent upon the prepayment speed of the underlying collateral as well as the structure of the particular CMO. Although a significant proportion of the Company’s CMOs are in tranches which have been structured (through the use of cash flow priority and support tranches) to give somewhat more predictable cash flows, the cash flow and hence the value of CMOs is subject to change.

At December 31, 2008, the Company had $10,000 invested in CMOs that have floating interest rates that change either monthly or quarterly, compared to $15,000 at December 31, 2007 and $22,000 at December 31, 2006.

18

Mortgage-backed and related securities can serve as collateral for borrowings and, through sales and repayments, as a source of liquidity. In addition, mortgage-backed and related securities available for sale can be sold to respond to changes in economic conditions.

Sources of Funds

General. The Bank’s primary sources of funds are retail and brokered deposits, payments of loan principal, interest earned on loans and securities, repayments and maturities of securities, borrowings, sales of preferred shares and other funds provided from operations.

Deposits. The Bank offers a variety of deposit accounts having a wide range of interest rates and terms. The Bank’s deposits consist of passbook, negotiable order of withdrawal (NOW), money market, non-interest bearing checking and certificate accounts (including individual retirement accounts) to retail and commercial business customers. The Bank relies primarily on competitive pricing policies and customer service to attract and retain these deposits.

The variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. As customers have become more interest rate conscious, the Bank has become more susceptible to short-term fluctuations in deposit flows. The Bank manages the pricing of its deposits in keeping with its asset/liability management, profitability and growth objectives. Based on its experience, the Bank believes that its passbook and NOW accounts are relatively stable sources of deposits. However, the ability of the Bank to attract and maintain certificate deposits and money market accounts, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions.

The following table sets forth the savings flows at the Bank during the periods indicated.

	Year Ended December 31,
(Dollars in thousands)	2008			2007			2006
Opening balance	$	888,118			725,959			731,537
Deposits		6,623,346			5,736,881			4,861,548
Withdrawals		(6,660,954	)		(5,599,222	)		(4,889,449	)
Interest credited		29,995			24,500			22,323
Ending balance		880,505			888,118			725,959
Net increase (decrease)	$	(7,613	)		162,159			(5,578	)
Percent increase (decrease)		(0.86	)%		22.34	%		(0.76	)%

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The following table sets forth the dollar amount of deposits in the various types of deposit programs offered by the Bank as of December 31:

	2008					2007					2006
			Percent					Percent					Percent
(Dollars in thousands)	Amount		of Total			Amount		of Total			Amount		of Total
Transaction and Savings Deposits(1):
Non-interest checking	$	66,905		7.60	%	$	54,998		6.19	%	$	68,990		9.50	%
NOW Accounts — 0.19%(2)		126,547		14.40			118,652		13.36			87,074		12.00
Passbook Accounts— 0.11%(3)		28,023		3.20			39,671		4.47			40,445		5.57
Money Market Accounts — 1.59%(4)		97,416		11.00			182,413		20.54			178,694		24.61
Total Non-Certificates	$	318,891		36.20	%	$	395,734		44.56	%	$	375,203		51.68	%
Certificates:
0.00 - 0.99%	$	1,068		0.10	%	$	555		0.06	%	$	532		0.08	%
1.00 - 1.99%		8,193		1.00			2		0.00			157		0.02
2.00 - 2.99%		81,483		9.30			6,168		0.69			25,700		3.54
3.00 - 3.99%		344,735		39.00			38,388		4.32			126,409		17.41
4.00 - 4.99%		114,155		13.00			203,720		22.95			119,376		16.45
5.00 - 5.99%		11,980		1.40			243,551		27.42			78,582		10.82
Total Certificates		561,614		63.80			492,384		55.44			350,756		48.32
Total Deposits	$	880,505		100.00	%	$	888,118		100.00	%	$	725,959		100.00	%

(1)	Reflects weighted average rates paid on transaction and savings deposits at December 31, 2008.
(2)	The weighted average rate on NOW Accounts for 2007 was 1.88% and 2006 was 2.54%.
(3)	The weighted average rate on Passbook Accounts for 2007 was 1.40% and 2006 was 1.37%.
(4)	The weighted average rate on Money Market Accounts for 2007 was 3.34% and 2006 was 3.31%.

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The following table shows rate and maturity information for the Bank’s certificates of deposit as of December 31, 2008.

	0.00-			1.00-			2.00-			3.00-			4.00-			5.00-						Percent
(Dollars in thousands)	0.99%			1.99%			2.99%			3.99%			4.99%			5.99%			Total			of Total
Certificate accounts maturing in quarter ending:
March 31, 2009	$	683			2,035			13,761			31,414			49,234			1,378			98,505			17.54	%
June 30, 2009		44			4,236			27,557			58,114			4,337			5,719			100,007			17.81
September 30, 2009		41			31			19,125			112,889			7,781			474			140,341			24.99
December 31, 2009		44			1,665			10,204			30,821			5,107			510			48,351			8.61
March 31, 2010		28			158			3,757			15,836			20,539			25			40,343			7.18
June 30, 2010		9			21			620			37,068			1,384			109			39,211			6.98
September 30, 2010		10			0			2,378			18,500			19,094			3,487			43,469			7.74
December 31, 2010		33			43			889			15,951			2,171			0			19,087			3.40
March 31, 2011		15			0			816			14,850			67			110			15,858			2.82
June 30, 2011		9			3			609			4,776			550			0			5,947			1.06
September 30, 2011		4			0			390			1,841			1,259			168			3,662			0.65
December 31, 2011		12			1			624			183			558			0			1,378			0.25
Thereafter		136			0			753			2,492			2,074			0			5,455			0.97
Total	$	1,068			8,193			81,483			344,735			114,155			11,980			561,614			100.00	%
Percent of total		0.19	%		1.46	%		14.51	%		61.38	%		20.33	%		2.13	%		100.00	%

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     The following table indicates the amount of the Bank’s certificates of deposit and other deposits by time remaining until maturity as of December 31, 2008.

	Maturity
			Over		Over		Over
	3 Months		3 to 6		6 to 12		12
(Dollars in thousands)	or Less		Months		Months		Months		Total
Certificates of deposit less than $100,000	$	90,771		86,368		156,590		156,262		489,991
Certificates of deposit of $100,000 or more		6,138		13,478		31,267		17,965		68,848
Public funds less than $100,000(1)		88		61		224		4		377
Public funds of $100,000 or more(1)		1,507		100		654		137		2,398
Total certificates of deposit	$	98,504		100,007		188,735		174,368		561,614
Passbook of $100,000 or more	$	183,737		0		0		0		183,737
Accounts of $100,000 or more	$	191,382		13,578		31,921		18,102		254,983

⁽¹⁾ Deposits from governmental and other public entities.

For additional information regarding the composition of the Bank’s deposits, see Note 10 of the Notes to Consolidated Financial Statements in the Annual Report (incorporated by reference in Item 8 of Part II of this Form 10-K). For additional information on certificate maturities and the impact on the Company’s liquidity see “Management’s Discussion and Analysis of Financial Condition and Results of Operations -Liquidity and Capital Resources” of the Annual Report (incorporated by reference in Item 7 of Part II of this Form 10-K).

Borrowings. The Bank’s other available sources of funds include advances from the FHLB and other borrowings. As a member of the FHLB, the Bank is required to own capital stock in the FHLB and is authorized to apply for advances. Each FHLB credit program has its own interest rate, which may be fixed or variable, and range of maturities. The FHLB may prescribe the acceptable uses for these advances, as well as limitations on the size of the advances and repayment provisions. Consistent with its asset/liability management strategy, the Bank has utilized FHLB advances from time to time to fund loan demand and extend the term to maturity of its liabilities. The Bank also uses short-term FHLB and Federal Reserve borrowings to offset short term cash needs due to deposit outflows or loan fundings. At December 31, 2008, the Bank had $132.5 million of FHLB advances and $10.0 million in Federal Reserve borrowings outstanding. On such date, the Bank had a collateral pledge arrangement with the FHLB of Des Moines pursuant to which the Bank may borrow up to an additional $85 million for liquidity purposes. The Bank also had the ability to draw additional borrowings of $224.0 million from the Federal Reserve Bank based upon the loans that were pledged as collateral at December 31, 2008. Refer to Note 11 of the Notes to Consolidated Financial Statements in the Annual Report for more information on FHLB advances (incorporated by reference in Item 8 of Part II of this Form 10-K).

Service Corporations of the Bank

As a federally chartered savings bank, the Bank is permitted by OTS regulations to invest up to 2% of its assets in the stock of, or loans to, service corporation subsidiaries, and may invest an additional 1% of its assets in service corporations where these additional funds are used for inner-city or community development purposes. In addition to investments in service corporations, federal institutions are permitted to invest an unlimited amount in operating subsidiaries engaged solely in activities in which a federal savings bank may engage directly.

OIA is a Minnesota corporation that was organized in 1983 and operated as an insurance agency until 1986 when its assets were sold. OIA remained inactive until 1993 when it began offering credit life insurance, annuity and mutual fund products to the Bank’s customers and others.

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Competition

The Bank faces strong competition both in originating real estate, commercial and consumer loans and in attracting deposits. Competition in originating loans comes primarily from mortgage bankers, commercial banks, credit unions and other savings institutions, which have offices in the Bank’s market area and those that operate through Internet banking operations throughout the United States. The Bank competes for loans principally on the basis of the interest rates and loan fees it charges, the types of loans it originates and the quality of services it provides to borrowers.

Competition for deposits is principally from mutual funds, securities firms, commercial banks, credit unions and other savings institutions located in the same communities and those that operate through Internet banking operations throughout the United States. The ability of the Bank to attract and retain deposits depends on its ability to provide an investment opportunity that satisfies the requirements of investors as to rate of return, liquidity, risk, convenience and other factors. The Bank competes for these deposits by offering a variety of deposit accounts at competitive rates, convenient business hours and a customer oriented staff.

Other Corporations Owned by the Company

HMN has one other wholly owned subsidiary, SFC, which acts as an intermediary for the Bank in completing certain real estate transactions.

Employees

At December 31, 2008, the Company had a total of 219 employees, including part-time employees. None of the employees of the Company or its subsidiaries are represented by any collective bargaining unit. Management considers its employee relations to be good.

Regulation and Supervision

The banking industry is highly regulated. As a savings and loan holding company, the Company is subject to regulation by the Office of Thrift Supervision (OTS). The Bank, a federally-chartered savings association, is subject to extensive regulation and examination by the OTS, which is the Bank’s primary federal regulator. The FDIC also has authority to regulate the Bank. Subsidiaries of the Company and the Bank may also be subject to state regulation and/or licensing in connection with certain insurance and investment activities. The Company and the Bank are subject to numerous laws and regulations. These laws and regulations impose restrictions on activities, set minimum capital requirements, impose lending and deposit restrictions and establish other restrictions. References in this section to applicable statutes and regulations are brief and incomplete summaries only. You should consult the statutes and regulations for a full understanding of the details of their operation. Changes in statutes, regulation or regulatory policies applicable to the Bank or the Company, including interpretation or implementation thereof, could have a material effect on the Company’s business.

Holding Company Regulation

An entity that owns a savings association is a savings and loan holding company (SLHC). If a holding company owns more than one savings association, it is a multiple SLHC; if it owns only one savings association, it is a unitary SLHC. HMN is a unitary SLHC. The Home Owners Loan Act (HOLA) historically limited multiple SLHCs and their non-association subsidiaries to financial activities and services and to activities authorized for bank holding companies, but unitary SLHCs, in the past, were not subject to restrictions on the activities that could be conducted by holding companies or their affiliates.

In November of 1999, the Gramm-Leach-Bliley Act (the GLB Act) was signed into law. The GLB Act made significant changes to laws regulating the financial services industry. Changes included: (1) a new framework in which bank holding companies can own securities firms, insurance companies and other financial companies; (2) prohibitions on new unitary SLHCs from engaging in non-financial activities or affiliating with non-financial entities; (3) new consumer protections associated with the transfer and use of non-public personal information by financial institutions; and (4) modifications to the Federal Home Loan Bank System. Unitary SLHCs, such as HMN, that were in existence or had an application filed with the OTS on or before May 4, 1999, are not subject to the new restrictions on unitary SLHCs. As a result, the GLB Act did not affect HMN’s ability to control non-financial firms or engage in non-financial activities.

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Acquisitions by Savings and Loan Holding Companies. Acquisition of a savings association or a savings and loan holding company is generally subject to OTS approval and the public must have an opportunity to comment on the proposed acquisition. Without prior approval from the OTS, HMN may not acquire, directly or indirectly, control of another savings association.

Examination and Reporting. Under HOLA and OTS regulations HMN, as a SLHC, must file periodic reports with the OTS. In addition, HMN must comply with OTS record keeping requirements and is subject to holding company examination by the OTS. The OTS may take enforcement action if the activities of a SLHC constitute a serious risk to the financial safety, soundness or stability of a subsidiary savings association.

Affiliate Transactions. The Bank, as a holding company subsidiary that is a depository institution, is subject to both qualitative and quantitative limitations on transactions with HMN and HMN’s other subsidiaries. See “Transactions with Affiliates and Insiders”.

Capital Adequacy. HMN is not currently subject to regulatory capital requirements, however, the Bank is subject to various capital requirements. See “Capital Requirements”.

Bank Regulation

As a federally-chartered savings association, the Bank is subject to regulation and supervision by the OTS. Federal law authorizes the Bank, as a federal savings association, to conduct, subject to various conditions and limitations, business activities that include: accepting deposits and paying interest on them; making and buying loans secured by residential and other real estate; making a limited amount of consumer loans; making a limited amount of commercial loans; investing in corporate obligations, government debt securities, and other securities; and offering various banking, trust, securities and insurance agency services to its customers.

OTS regulations place limits on the Bank’s lending and investment powers. Savings associations are expected to conduct lending activities in a prudent, safe and sound manner. OTS regulations set aggregate limits on certain types of loans including commercial, commercial real estate, and consumer loans. OTS regulations also establish limits on loans to a single borrower. As of December 31, 2008, the Bank’s lending limit to one borrower was approximately $13.7 million. A federal savings association generally may not invest in noninvestment-grade debt securities. A federal savings association may establish subsidiaries to conduct any activity the association is authorized to conduct and may establish service corporation subsidiaries for limited preapproved activities.

Qualified Thrift Lender Test. Savings associations, including the Bank, must be qualified thrift lenders (QTLs). A savings association generally satisfies the QTL requirement if at least 65% of a specified asset base consists of things such as loans to small businesses and loans to purchase or improve domestic residential real estate. Savings associations may qualify as QTLs in other ways. Savings associations that do not qualify as QTLs are subject to significant restrictions on their operations. If the Bank fails to meet QTL requirements, the Bank and HMN would face certain limitations, including limits on HMN’s ability to control non-financial firms. As of December 31, 2008, the Bank met the QTL test.

OTS Assessments. HOLA authorizes the OTS to charge assessments to recover the costs of examining savings associations, holding companies, and their affiliates. The assessment is done semi-annually. The OTS bases the assessment on three factors: 1) asset size; 2) condition; and 3) complexity of the institution. The Bank’s and HMN’s OTS assessments for the year ended December 31, 2008, were approximately $252,000.

Transactions with Affiliates and Insiders. Banks and savings associations are subject to affiliate and insider transaction restrictions. The restrictions prohibit or limit a savings association from extending credit to, or entering into certain transactions with affiliates, principal stockholders, directors and executive officers of the savings association and its affiliates. The term “affiliate” generally includes a holding company, such as HMN, and any company under common control with the savings association. Federal law limits transactions between the Bank and any one affiliate to 10% of the Bank’s capital and surplus and with all affiliates in the aggregate to 20%.

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In addition, the federal law governing unitary savings and loan holding companies prohibits the Bank from making any loan to any affiliate whose activity is not permitted for a subsidiary of a bank holding company. This law also prohibits the Bank from making any equity investment in any affiliate that is not its subsidiary. The Bank is currently in compliance with these requirements.

Dividend Restrictions. Federal law limits the ability of a depository institution, such as the Bank, to pay dividends or make other capital distributions. The Bank, as a subsidiary of a savings and loan holding company, must file a notice with the OTS before payment of a dividend or approval of a proposed capital distribution by its board of directors and must obtain prior approval from the OTS if it fails to meet certain regulatory conditions. The Bank declared and distributed dividends to HMN of $2.0 million in 2008 that were subsequently reinvested in the Bank as additional capital.

Deposit Insurance

The FDIC insures the deposits of the Bank through the Deposit Insurance Fund (DIF). The DIF is funded by assessments of FDIC members such as the Bank. The FDIC applies a risk-based system for setting deposit insurance assessments. Under the risk-based assessment system, an institution’s insurance assessments vary according to the level of capital the institution holds and the degree to which it is the subject of supervisory concern. In addition, regardless of the potential risk to the insurance fund, federal law requires the FDIC to establish assessment rates that will maintain the insurance fund’s ratio of reserves to insured deposits to between $1.15 and $1.50 per $100 of insured deposits. During 2008, the Bank was assessed approximately $605,000 for the DIF. In 2007, the Bank received a one-time assessment credit of approximately $661,000, which was to be used to offset future assessments. For 2008, $225,000 of the credit was used to offset assessments and the remaining $380,000 was paid by the Bank.

In addition to deposit insurance assessments, the FDIC is authorized to collect assessments against insured deposits to be paid to the Financing Corporation (FICO) to service the FICO debt incurred in the 1980’s. The FICO assessment rate is adjusted quarterly. In 2008, the Bank paid a FICO assessment of approximately $99,000.

FDIC Temporary Liquidity Guarantee Program

On October 14, 2008, the FDIC announced a temporary program designed to maintain liquidity in the U.S. banking system. The FDIC refers to the program as the Temporary Liquidity Guarantee Program (TLGP). The TLGP has two parts: 1) the temporary guarantee, by the FDIC, of certain newly-issued senior unsecured debt; and 2) the temporary guarantee, by the FDIC, of funds in noninterest-bearing transaction accounts at FDIC-insured banks.

The TLGP was effective as of October 14, 2008, for a 30-day period. Following the 30 day period, banks could voluntarily participate in either or both parts of the TLGP. The Company chose to participate in both parts.

The first part of the TLGP, called the Debt Guarantee Program allows the Company to issue debt securities that are fully guaranteed by the FDIC. The amount of FDIC guaranteed debt that can be issued by the Company was approximately $20.9 million at December 31, 2008. As of December 31, 2008, the Company had not issued any guaranteed debt under the program. The ability to issue debt under the Debt Guarantee Program expires at the end of June 2009.

The second part of the TLGP, called the Transaction Account Guarantee Program, ends on December 31, 2009.

Both parts of the TLGP will be funded through assessments on participating institutions. As of December 31, 2008, the Company or Bank had not yet been assessed for participation in the Transaction Account Guarantee Program.

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Capital Requirements

The federal bank regulatory agencies, including the OTS, have a risk-based capital framework in place. The regulators use a combination of risk-based guidelines and leverage ratios to evaluate capital adequacy.

The following table sets forth the current regulatory requirement for capital ratios for savings associations as compared with the Bank’s capital ratios at December 31, 2008:

	Core or Tier 1 Capital to			Tangible			Core or Tier 1			Total Capital to
	Adjusted			Capital to			Capital to Risk-			Risk-Weighted
	Total Assets			Assets			Weighted Assets			Assets
Regulatory Minimum		3.00	%(1)		1.50	%		4.00	%		8.00	%
The Bank’s Actual		9.23	%		9.23	%		11.63	%		12.67	%

⁽¹⁾ Savings associations are required to maintain a leverage ratio of 4.00% or more to be considered adequately capitalized.

Capital Categories and Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) created a statutory framework that increased the importance of meeting applicable capital requirements. FDICIA established five capital categories: (1) well-capitalized; (2) adequately capitalized; (3) undercapitalized; (4) significantly undercapitalized; and (5) critically undercapitalized. The activities in which a depository institution may engage and regulatory responsibilities of federal bank regulatory agencies vary depending upon whether an institution is well-capitalized, adequately capitalized or under capitalized. Under capitalized institutions are subject to various restrictions such as limitations on dividends and growth. A depository institution’s category depends upon where its capital levels are in relation to relevant capital measures, which include a risk-based capital measure and certain other factors. The federal banking agencies (including the OTS) adopted regulations that implement this statutory framework. Under these regulations, an institution is generally treated as well-capitalized if its ratio of total capital to risk-weighted assets is 10.00% or more, its ratio of core capital to risk-weighted assets is 6.00% or more, its ratio of core capital to adjusted total assets (leverage ratio) is 5.00% or more, and it is not subject to any federal supervisory order or directive to meet a specific capital level. In order to be adequately capitalized, an institution must have a total risk-based capital ratio of not less than 8.00%, a Tier 1 risk-based capital ratio of not less than 4.00%, and a leverage ratio of not less than 4.00%. Any institution that is neither well capitalized nor adequately capitalized will be considered undercapitalized. At December 31, 2008, the Bank was considered well capitalized.

Other Regulations and Examination Authority

The FDIC has adopted regulations to protect the Deposit Insurance Fund and depositors, including regulations governing the deposit insurance of various forms of accounts. Federal regulation of depository institutions is intended for the protection of depositors, and not for the protection of stockholders or other creditors. In addition, federal law requires that in any liquidation or other resolution of any FDIC-insured depository institution, claims for administrative expenses of the receiver and for deposits in U.S. branches (including claims of the FDIC as subrogee of the insured institution) shall have priority over the claims of general unsecured creditors.

The OTS may sanction any OTS-regulated bank that does not operate in accordance with OTS regulations, policies and directives. The FDIC has additional authority to terminate insurance of accounts, after notice and hearing, upon a finding that the insured institution is or has engaged in any unsafe or unsound practice that has not been corrected, is operating in an unsafe or unsound condition, or has violated any applicable law, regulation, rule, or order of or condition imposed by the FDIC.

26

Federal Home Loan Bank (FHLB) System

The Bank is a member of the FHLB of Des Moines, which is one of the 12 regional Federal Home Loan Banks (FHBs). The primary purpose of the FHBs is to provide funding to their saving association members in support of the home financing credit function of the members. Each FHB serves as a reserve or central bank for its members within its assigned region. FHBs are funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. FHBs make loans or advances to members in accordance with policies and procedures established by the board of directors of the FHB. These policies and procedures are subject to the regulation and oversight of the Federal Housing Financing Board. All advances from an FHB are required to be fully secured by sufficient collateral as determined by the FHB. Long-term advances are required to be used for residential home financing and small business and agricultural loans.

As a member, the Bank is required to purchase and maintain stock in the FHLB of Des Moines. As of December 31, 2008, the Bank had $7.3 million in FHLB stock, which was in compliance with this requirement. The Bank receives dividends on its FHLB stock. In 2008, the dividend rate was 3.51%. Over the past five calendar years, dividends have averaged approximately 3.28%.

Federal Reserve Regulation

Under Federal Reserve Board regulations, the Bank is required to maintain reserves against transaction accounts (primarily interest-bearing and noninterest-bearing checking accounts). Historically, reserves generally have been maintained in cash or in noninterest-bearing accounts, thereby effectively increasing an institution’s cost of funds. These regulations generally require that the Bank maintain reserves against net transaction accounts. The reserve levels are subject to adjustment by the Federal Reserve Board. The policy of not paying interest on reserves was changed on October 6, 2008. The Federal Reserve Board will utilize the rate of interest paid on reserves to conduct monetary policy. A savings association, like other depository institutions maintaining reservable accounts, may, under certain conditions, borrow from the Federal Reserve Bank discount window.

Numerous other regulations promulgated by the Federal Reserve Board or the OTS affect the business operations of the Bank. These include regulations relating to privacy, equal credit access, electronic fund transfers, collection of checks, lending and savings disclosures, and availability of funds.

Community Reinvestment Act

The Community Reinvestment Act (CRA) requires financial institutions regulated by the federal financial supervisory agencies to ascertain and help meet the credit needs of their delineated communities, including low-to moderate-income neighborhoods within those communities, while maintaining safe and sound banking practices. The regulatory agency assigns one of four possible ratings to an institution’s CRA performance and is required to make public an institution’s rating and written evaluation. The four possible ratings of meeting community credit needs are outstanding, satisfactory, needs improvement and substantial noncompliance. Under regulations that apply to all CRA performance evaluations after July 1, 1997, many factors play a role in assessing a financial institution’s CRA performance. The institution’s regulator must consider its financial capacity and size, legal impediments, local economic conditions and demographics, including the competitive environment in which it operates. The evaluation does not rely on absolute standards, and the institutions are not required to perform specific activities or to provide specific amounts or types of credit. The Bank maintains a CRA statement for public viewing, as well as an annual CRA highlights document. These documents describe the Bank’s credit programs and services, community outreach activities, public comments and other efforts to meet community credit needs. The Bank’s last CRA exam was November 28, 2007 and the Bank received a “satisfactory” rating under the Intermediate Small Savings Association criteria.

Bank Secrecy Act

The Bank Secrecy Act (BSA) requires financial institutions to verify the identity of customers, keep records and file reports that are determined to have a high degree of usefulness in criminal, tax and regulatory matters, and to implement counter-money laundering programs and compliance procedures. The impact on Bank operations from the BSA depends on the types of customers served by the Bank.

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Troubled Asset Relief Program — Capital Purchase Program

     On October 3, 2008, the federal government enacted the Emergency Economic Stabilization Act of 2008 (EESA). EESA was enacted to provide liquidity to the U.S. financial system and lessen the impact of looming economic problems. The EESA included broad authority. The centerpiece of the EESA is the Troubled Asset Relief Program (TARP). EESA’s broad authority was interpreted to allow the U.S. Treasury to purchase equity interests in both healthy and troubled financial institutions. The equity purchase program is commonly referred to as the Capital Purchase Program (CPP). The Company elected to participate in the CPP and sold preferred stock to the U.S. Treasury. As a participant in the CPP, the Company is subject to the regulatory requirements of the EESA, as amended from time to time. Among other things, current executive compensation requirements (i) prohibit any bonus, retention award or incentive compensation to our five most highly compensated employees unless it is in the form of long-term restricted stock that does not fully vest during the period in which Treasury holds the preferred stock, (ii) prohibit payment of severance for any reason to our executive officers and any of the next five most highly compensated employees, (iii) require us to recover from our executive officers and the next 20 most highly compensated employees any bonus, retention award or incentive compensation when based on materially inaccurate earnings, revenues, gains or other criteria, (iv) require us to permit a non-binding stockholder vote on executive pay, (v) require Treasury to conduct a review of bonuses, retention awards and other compensation paid to our executive officers and the next 20 most highly compensated employees to determine whether such payments were inconsistent with the EESA and TARP or were otherwise contrary to the public interest and to seek their recovery if not, and (vi) prohibit incentive compensation to executive officers that encourage unnecessary and excessive risks that threaten the value of our Company. These restrictions apply to us so long as Treasury holds any of our securities (unless it holds only our warrants). Treasury is required to adopt regulations requiring each recipient of funds under the CPP to meet appropriate standards for executive compensation and corporate governance, including those listed above.

EXECUTIVE OFFICERS

Officers are chosen by and serve at the discretion of the Board of Directors of the Company and the Bank. There are no family relationships among any of the directors or officers of the Company and the Bank. The business experience of each executive officer of both the Company and the Bank is set forth below.

Bradley C. Krehbiel, age 50. Mr. Krehbiel has been President of the Bank since January 2009. Prior to that he had been the Executive Vice President of the Bank since 2004. Mr. Krehbiel joined the Bank as Vice President of Business Banking in 1998. Prior to his employment at the Bank, Mr. Krehbiel held several positions in the financial services industry, including six years as a private banking consultant.

Jon J. Eberle, age 43. Mr. Eberle is Chief Financial Officer, Senior Vice President and Treasurer of the Company and the Bank. Mr. Eberle has held such positions since 2003. Prior to that he served as a Vice President since 2000 and as the Controller since 1998. From 1994 to 1998, he served as the Director of Internal Audit for the Company and the Bank.

Dwain C. Jorgensen, age 60. Mr. Jorgensen has served as Senior Vice President of Technology, Facilities and Compliance of the Company and Bank since 2007. From 1998 to 2007, he served as Senior Vice President of Operations of the Company and the Bank. From 1989 to 1998, he served as Vice President, Controller and Chief Accounting Officer of the Company and the Bank. From 1983 to 1989, Mr. Jorgensen was an Assistant Vice President and Operations Officer for the Bank.

Susan K. Kolling, age 57. Ms. Kolling has been a director of the Company since 2001. Ms. Kolling served as a Vice President of the Bank from 1992 to 1994 and has served as a Senior Vice President of the Bank since 1995.

In addition, from 1997 to 2003, Ms. Kolling was an owner of Kolling Family Corp. which does business as Valley Home Improvement, a retail lumber yard. Ms. Kolling became a director of Kolling Family Corp. in 2004.

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Available Information

The Company’s website is www.hmnf.com. The Company makes available, free of charge, through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as soon as reasonably practicable after it electronically files these materials with, or furnishes them to, the Securities and Exchange Commission (the SEC). Information contained on the Company’s website is expressly not incorporated by reference into this Form 10-K.

ITEM 1A. RISK FACTORS

Like all financial companies, the Company’s business and results of operations are subject to a number of risks, many of which are outside of the Company’s control. In addition to the other information in this report, readers should carefully consider that the following important factors, among others, could materially impact the Company’s business and future results of operations.

Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

Our non-performing assets increased significantly in 2008 from $21.9 million, or 2.27% of loans receivable at December 31, 2007 to $74.8 million, or 7.12% of loans receivable at December 31, 2008. The increase was primarily due to the weakened economy and the softening real estate market. If the economy and/or the real estate market continues to weaken these assets may not perform according to their terms and the value of the collateral may be insufficient to pay any remaining loan balance. If this occurs, we may experience losses, which could have a negative effect on our results of operations. Like all financial institutions, we maintain an allowance for loan losses to provide for loans in our portfolio that may not be repaid in their entirety. We believe that our allowance for loan losses is maintained at a level adequate to absorb probable losses inherent in our loan portfolio as of the corresponding balance sheet date. However, our allowance for loan losses may not be sufficient to cover actual loan losses, and future provision for loan losses could materially adversely affect our operating results.

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

Federal regulators, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to increase our allowance for loan losses by recognizing additional provisions for loan losses charged to expense, or to decrease our allowance for loan losses by recognizing loan charge-offs. Any such additional provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.

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Changes in interest rates could negatively impact the Company’s results of operations.

The earnings of the Company are primarily dependent on net interest income, which is the difference between interest earned on loans and investments, and interest paid on interest-bearing liabilities such as deposits and borrowings. Interest rates are highly sensitive to many factors, including government monetary and fiscal policies and domestic and international economic and political conditions. Conditions such as inflation, recession, unemployment, money supply, government borrowing and other factors beyond management’s control may also affect interest rates. If the Company’s interest-earning assets mature, reprice or prepay more quickly than interest-bearing liabilities in a given period, a decrease in market interest rates could adversely affect net interest income. Likewise, if interest-bearing liabilities mature or reprice, or, in the case of deposits, are withdrawn by the accountholder, more quickly than interest-earning assets in a given period, an increase in market interest rates could adversely affect net interest income. Given the Company’s mix of assets and liabilities as of December 31, 2008, a falling interest rate environment would negatively impact the Company’s results of operations. The effect on our deposits of decreases in interest rates generally lags the effect on our assets. The lagging effect of deposit rate changes is primarily due to the Bank’s deposits that are in the form of certificates of deposit, which do not re-price immediately when the federal funds rate changes.

Fixed rate loans increase the Company’s exposure to interest rate risk in a rising rate environment because interest-bearing liabilities would be subject to repricing before assets become subject to repricing. Adjustable rate loans decrease the risks to a lender associated with changes in interest rates but involve other risks. As interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, and the increased payment increases the potential for default. At the same time, for secured loans, the marketability of the underlying collateral may be adversely affected by higher interest rates. In a declining interest rate environment, there is likely to be an increase in prepayment activity on loans as the borrowers refinance their loans at lower interest rates. Under these circumstances, the Company’s results of operations could be negatively impacted.

Changes in interest rates also can affect the value of loans, investments and other interest-rate sensitive assets including mortgage servicing rights, and the Company’s ability to realize gains on the sale or resolution of assets. This type of income can vary significantly from quarter-to-quarter and year-to-year based on a number of different factors, including the interest rate environment. An increase in interest rates that adversely affects the ability of borrowers to pay the principal or interest on loans may lead to an increase in non-performing assets and increased loan loss reserve requirements that could have a material adverse effect on the Company’s results of operations.

The Company has increased its commercial real estate loan originations, increasing the risk in its loan portfolio.

In order to enhance the yield and shorten the term-to-maturity of its loan portfolio, the Company has expanded its commercial real estate lending during recent years. Commercial real estate lending has increased as a percentage of the Company’s total loan portfolio from 28.1% at December 31, 2004 to 35.2% at December 31, 2008. Much of the increase in the Company’s commercial real estate portfolio over this period has been in land development loans. Commercial real estate loans generally, and land development loans in particular, present a higher level of risk than loans secured by one-to-four family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed), the borrower’s ability to repay the loan may be impaired. If the Company’s commercial real estate loan portfolio fails to perform, the Company’s results of operations and financial condition could be adversely affected. In 2008, the Company experienced a significant increase in non-performing commercial real estate loans as a result of the economic slowdown which increased our loan loss provision and had a negative impact on our earnings.

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Changes in interest rates or prepayment speeds could negatively impact the value of capitalized mortgage servicing rights.

The capitalization, amortization and impairment of mortgage servicing rights are subject to significant estimates. These estimates are based upon loan types, note rates and prepayment speed assumptions. Changes in interest rates or prepayment speeds may have a material effect on the net carrying value of mortgage servicing rights. In a declining interest rate environment, prepayment speed assumptions will increase and result in an acceleration in the amortization of the mortgage servicing rights as the assumed underlying portfolio declines and also may result in impairment as the value of the mortgage servicing rights declines.

Declines in home values could decrease our loan originations and increase delinquencies and defaults.

Declines in home values in our markets could adversely impact results from operations. Like all banks, the Company is subject to the effects of any economic downturn, and in particular, a significant decline in home values would likely lead to a decrease in new home equity loan originations and increased delinquencies and defaults in both the consumer home equity loan and residential real estate loan portfolios and result in increased losses in these portfolios. In 2008, the average sale price of homes in our primary market decreased 4.7% from the prior year. Further declines in the average sale prices could lead to higher loan losses.

Regional economic changes in the Company’s markets could adversely impact results from operations.

Like all banks, the Company is subject to the effects of any economic downturn, and in particular a significant decline in home values or reduced commercial development in the Company’s markets could have a negative effect on results of operations. The Company’s success depends primarily on the general economic conditions in the counties in which the Company conducts business, and in the southern Minnesota and northern Iowa area in general. Unlike larger banks that are more geographically diversified, the Company provides banking and financial services to customers primarily in the southern Minnesota counties of Fillmore, Freeborn, Houston, Mower, Olmsted and Winona and portions of Steele, Dodge, Goodhue and Wabasha counties, as well as Marshall and Tama counties in Iowa. The local economic conditions in these market areas have a significant impact on the Company’s ability to originate loans, the ability of the borrowers to repay these loans and the value of the collateral securing these loans. A significant decline in the general economic conditions caused by inflation, recession, unemployment or other factors beyond the Company’s control would affect these local economic conditions and could adversely affect the Company’s financial condition and results of operations. Recent weakness in the general economy has had a negative impact on our commercial real estate and commercial loan portfolios and non-performing loans increased significantly in 2008. Additionally, because the Company has a significant amount of commercial real estate loans, decreases in tenant occupancy may also have a negative effect on the ability of many of the Company’s borrowers to make timely repayments of their loans, which would have an adverse impact on the Company’s earnings. A significant decline in home values would likely lead to increased delinquencies and defaults in both the consumer home equity loan and residential real estate loan portfolios and result in increased losses in these portfolios.

New or revised tax, accounting and other laws, regulations, rules and standards could significantly impact strategic initiatives, results of operations and financial condition.

The financial services industry is highly regulated and laws and regulations may sometimes impose significant limitations on operations. These limitations, and sources of potential liability for the violation of such laws and regulations, are described in Item 1 of Part I of this report under the heading “Business — Regulation and Supervision.” These regulations, along with the currently existing tax and accounting laws, regulations, rules and standards, control the methods by which financial institutions conduct business; implement strategic initiatives, as well as past, present, and contemplated tax planning; and govern financial disclosures. These laws, regulations, rules, and standards are constantly evolving and may change significantly over time. The nature, extent, and timing of the adoption of significant new laws, changes in existing laws, or repeal of existing laws may have a material impact on the Company’s results of operations and financial condition, the effects of which are impossible to predict at this time.

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In January 2007, the Company received notification that the Minnesota Department of Revenue was proposing adjustments of $2.2 million to the Company’s Minnesota state tax liability related to the tax treatment of the inter-company dividends paid to the Bank by a former subsidiary in 2002, 2003 and 2004. The Company is challenging the proposed adjustments, the case was heard in the Minnesota state tax court in the fourth quarter of 2008 and a ruling is expected in the second quarter of 2009. A tax exposure reserve has been established based on a range of probable outcomes; however, the final liability may exceed the amount of the reserve.  If the final resolution of the proposed adjustment exceeds the tax exposure reserve established by the Company, the Company’s results of operations could be adversely affected.

Our participation in the Capital Purchase Program (CPP) under the Troubled Asset Relief Program (TARP) imposes restrictions on us affecting our capital stock and our compensation practices that may be adverse, and greater restriction is possible in the future.

As a participant in the U.S. Treasury’s CPP program, we issued $26 million of series A preferred stock to the Treasury in December 2008. Among other limitations, we are subject to certain restrictions relating to distributions on or repurchase of our common stock. Prior to the earlier of December 23, 2011, or the date on which all of the series A preferred stock has been redeemed or Treasury has transferred all of the shares of series A preferred stock to third parties that are not affiliates of Treasury, we may not, without the consent of Treasury, declare or pay a dividend or make any distribution on our common stock, other than regular quarterly cash dividends of not more than $0.25 per share, the amount of the last quarterly cash dividend per share declared on our common stock prior to October 14, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction; dividends payable solely in shares of our common stock; and dividends or distributions in connection with a stockholders’ rights plan of rights or a class or series of our stock that expressly provides that it ranks junior to the series A preferred stock as to dividends and liquidation. So long as any shares of our series A preferred stock remain outstanding, unless all accrued and unpaid dividends for all prior dividend periods have been paid or are contemporaneously declared and paid in full on our series A preferred stock, we may not pay or declare any dividend on our common stock or other junior stock, other than a dividend payable solely in common stock. In addition, prior to the earlier of December 23, 2011, or the date on which all of the series A preferred stock has been redeemed or Treasury has transferred all of the shares of series A preferred stock to third parties that are not affiliates of Treasury, we may not, without the consent of Treasury, redeem, purchase or acquire any shares of our common stock or other capital stock or other equity securities, or any trust preferred securities that we issued, other than for limited exceptions. These restrictions limit our ability to manage our capital resources generally and, specifically, to return capital to our common stockholders, and may adversely affect the value of an investment in our common stock.

As a CPP participant, we are also subject to various executive compensation restrictions that limit our flexibility in determining appropriate compensation for our senior executive officers and other more highly compensated employees and may adversely affect the attraction and retention of management and other key employees. The recent federal stimulus bill amended the compensation provisions of the Emergency Economic Stabilization Act of 2008 that governed CPP participants at the time of Treasury’s investment in HMN. Among other things, the current restrictions (i) prohibit any bonus, retention award or incentive compensation to our five most highly compensated employees unless it is in the form of long-term restricted stock that does not fully vest during the period in which Treasury holds the preferred stock, (ii) prohibit payment of severance for any reason to our executive officers and any of the next five most highly compensated employees, (iii) require us to recover from our executive officers and the next 20 most highly compensated employees any bonus, retention award or incentive compensation when based on materially inaccurate earnings, revenues, gains or other criteria, (iv) require us to permit a non-binding stockholder vote on executive pay, (v) require Treasury to conduct a review of bonuses, retention awards and other compensation paid to our executive officers and the next 20 most highly compensated employees to determine whether such payments were inconsistent with the amended law or TARP or were otherwise contrary to the public interest and to seek their recovery if not, and (vi) prohibit incentive compensation to executive officers that encourage unnecessary and excessive risks that threaten the value of our company. These restrictions apply to us so long as Treasury holds any of our securities (unless it holds only our

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warrants). Treasury is required to adopt regulations requiring each recipient of CPP funds to meet appropriate standards for executive compensation and corporate governance, including those listed above.

The stock purchase agreement with Treasury permits Treasury unilaterally to modify the agreement to the extent required to comply with any changes after its execution in applicable federal statutes. Whether by means of the foregoing, the exercise of general oversight powers or otherwise, additional, more restrictive legislative or regulatory changes are possible in the future with which we would be obligated to comply and which may affect adversely our operations, the ownership of our capital stock, our financial condition and results of operations, our management and other aspects of our business.

There is no assurance we will be able to employ the CPP funds profitably.

We received gross proceeds of $26 million as a result of the Treasury’s purchase of our series A preferred stock and common stock warrant. To date, we have employed these funds to reduce outstanding liabilities and increase our capital position. While this positions us to grow our loan portfolio, in view of the decreased demand for loans we have experienced, the anticipated reduced demand for loans in 2009, and the continuing credit risks we face in our existing loan portfolio, there is no assurance that we can deploy these funds in a manner that would permit us to realize a positive return to our common stockholders on this capital. Additionally, there are political and regulatory forces to which CPP funding recipients are being subjected that strongly advocate that the CPP funding be used for lending purposes. While there is presently no express requirement to lend any or all of these funds or restriction on use of CPP funding for any other purpose, such an obligation or restrictions could be imposed in the future. In such event, we may be compelled to deploy these funds in a manner inconsistent with the business judgment of management of our Company, that may adversely affect our results of operations and result in increased credit risk.

The extended disruption of vital infrastructure could negatively impact the Company’s results of operations and financial condition.

The Company’s operations depend upon, among other things, its technological and physical infrastructure, including its equipment and facilities. Extended disruption of its vital infrastructure by fire, power loss, natural disaster, telecommunications failure, computer hacking and viruses, terrorist activity or the domestic and foreign response to such activity, or other events outside of the Company’s control, could have a material adverse impact either on the financial services industry as a whole, or on the Company’s business, results of operations, and financial condition.

Strong competition within the Company’s market area may limit profitability.

The Company faces significant competition both in attracting deposits and in the origination of loans, as described under the heading “Business — Competition.” Mortgage bankers, commercial banks, credit unions and other savings institutions, which have offices in the Bank’s market area have historically provided most of the Company’s competition for deposits; however, the Company also competes with financial institutions that operate through Internet banking operations throughout the United States. In addition, and particularly in times of high interest rates, the Company faces additional and significant competition for funds from money market and mutual funds, securities firms, commercial banks, credit unions and other savings institutions located in the same communities and those that operate through Internet banking operations throughout the United States. Many competitors have substantially greater financial and other resources than the Company. Moreover, the Company may face increased competition in the origination of loans if competing thrift institutions convert to stock form, because such converting thrifts would likely seek to invest their new capital into loans. Finally, credit unions do not pay federal or state income taxes and are subject to fewer regulatory constraints than savings banks and as a result, they may enjoy a competitive advantage over the Company. The Bank competes for loans principally on the basis of the interest rates and loan fees it charges, the types of loans it originates and the quality of services it provides to borrowers. This competitive strategy places significant competitive pressure on the prices of loans and deposits.

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Loss of large checking and money market deposit customers could increase cost of funds and have a negative effect on results of operations.

The Company has a number of large deposit customers that maintain balances in checking and money market accounts at the Bank. The ability to attract these types of deposits has a positive effect on the Company’s net interest margin as they provide a relatively low cost of funds to the Company compared to certificates of deposits or advances. If these depositors were to withdraw these funds and the Bank were not able to replace them with similar types of deposits, the Banks cost of funds would increase and the Company’s results of operation would be negatively impacted. For instance, $82.2 million in escrow deposits held in money market accounts which paid an average rate of 2.34% were disbursed in 2008. These deposits generally were replaced with brokered certificates of deposit which paid an average rate of 4.45% in 2008.

Because of the limited size of the Company, losses on a few large loans or lending relationships can cause significant volatility in earnings.

Due to the Company’s limited size, individual loan amounts can be large relative to the Company’s earnings for a particular period. If one or a few relatively large loans become non-performing in a period and the Company is required to increase its loss reserves, or to write off principal or interest relative to such loans, the operating results of that period could be significantly adversely affected. The effect on results of operations for any given period from a change in the performance of a small number of loans may be disproportionately larger than the impact of such loans on the quality of the Company’s overall loan portfolio. For example, in the third quarter of 2008, the Company made a loan loss provision of $12.0 million as the result of a commercial loan that was charged off due to the apparent fraudulent activities related to the underlying collateral on the loan. The loan loss provision contributed to a net loss of $7.1 million in the quarter. Subsequent to year end, our internal loan limits were lowered to $4.5 million per borrower. However, existing borrowers with relationships over that limit were “grandfathered” in and it will take time to reduce the size of all existing relationships below the new limit.

We are subject to the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to material penalties.

The Community Reinvestment Act (CRA) and fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity, and restrictions on expansion activity. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation.

The USA Patriot Act and Bank Secrecy Act may subject us to large fines for non-compliance.

The USA Patriot and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If these activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury Department’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. In recent years, several banking institutions have received large fines for non-compliance with these laws and regulations. Although the Company has developed policies and procedures designed to ensure compliance, regulators may take enforcement action against the Company in the event of noncompliance.

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The Company may not be able to meet its cash flow needs on a timely basis at a reasonable cost, and its cost of funds for banking operations may significantly increase as a result of general economic conditions, interest rates and competitive pressures.

Liquidity is the ability to meet cash flow needs on a timely basis and at a reasonable cost. The liquidity of the Bank is used to make loans and to repay deposit and borrowing liabilities as they become due, or are demanded by customers and creditors. Many factors affect the Bank’s ability to meet liquidity needs, including variations in the markets served by its network of offices, its mix of assets and liabilities, reputation and standing in the marketplace and general economic conditions.

The Bank’s primary source of funding is retail deposits, gathered through its network of sixteen banking offices. Wholesale funding sources principally consist of borrowing lines from the FHLB of Des Moines and the Federal Reserve Bank and brokered certificates of deposit obtained from the national market. The Bank’s securities and loan portfolios provide a source of contingent liquidity that could be accessed in a reasonable time period through sales.

Significant changes in general economic conditions, market interest rates, competitive pressures or otherwise, could cause the Bank’s deposits to decrease relative to overall banking operations, and it would have to rely more heavily on brokered funds and borrowing in the future, which are typically more expensive than deposits.

The Bank actively manages its liquidity position and monitors it using cash flow forecasts. Based on these forecasts, management has determined that it has adequate liquidity available at December 31, 2008. However, changes in economic conditions, including consumer savings habits and availability or access to borrowed funds and the brokered deposit market could potentially have a significant impact on the Company’s liquidity position, which in turn could materially impact its financial condition, results of operations and cash flows. Further information about the Company’s liquidity position is available on page 18 in the “Liquidity and Capital Resources” section of the Annual Report to Security Holders for the year ended December 31, 2008.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Company leases the corporate office in Rochester, Minnesota and owns the buildings and land for 10 of its 16 full service branches. The remaining six full service branches and two loan origination offices are leased. These offices are located at 1016 Civic Center Drive NW, Rochester, Minnesota, 7389 Airport View Drive SW, Rochester, Minnesota and 2805 Dodd Road, Suite 160, Eagan, Minnesota. Leased private banking offices are located at 5201 Eden Avenue, Suite 170, Edina, Minnesota, 1016 Civic Center Drive NW, Rochester, Minnesota and 100 1^st Ave Bldg., Suite 200, Rochester, Minnesota. The Company’s loan origination offices are located at 50 14^th Avenue East, Suite 100, Sartell, Minnesota and 2765 Commerce Drive NW, Rochester, Minnesota. The Bank uses all properties and they are all located in Minnesota, except for two full service branches located in Iowa.

ITEM 3. LEGAL PROCEEDINGS

From time to time, the Bank and the Company are involved as plaintiff or defendant in various legal proceedings arising in the normal course of its business. While the ultimate outcome of these various legal proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect on the Company’s consolidated financial condition or results of operations. However, if the Company were to lose its tax assessment challenge with the Minnesota Department of Revenue it could have a material effect on the Company’s consolidated financial condition or results of operations. See Note 13 of the Notes to the Consolidated Financial Statements for more information.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The information on page 20 under the caption “Dividends”, page 40 in paragraphs 1, 2, 3, 5 and 6 under the caption “Note 16 Stockholders’ Equity”, and page 52 under the caption “Common Stock Information” and the inside back cover page of the Annual Report to Security Holders for the year ended December 31, 2008 is incorporated herein by reference. Prior to the earlier of December 23, 2011, or the date on which all of our series A preferred stock has been redeemed or Treasury has transferred all of the shares of our series A preferred stock to third parties that are not affiliates of Treasury, we may not, without the consent of Treasury, declare or pay a dividend or make any distribution on our common stock, other than regular quarterly cash dividends of not more than $0.25 per share, the amount of the last quarterly cash dividend per share declared on our common stock prior to October 14, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction; dividends payable solely in shares of our common stock; and dividends or distributions in connection with a stockholders’ rights plan of rights or a class or series of our stock that expressly provides that it ranks junior to the series A preferred stock as to dividends and liquidation. So long as any shares of our series A preferred stock remain outstanding, unless all accrued and unpaid dividends for all prior dividend periods have been paid or are contemporaneously declared and paid in full on our series A preferred stock, we may not pay or declare any dividend on our common stock or other junior stock, other than a dividend payable solely in common stock.

On July 31, 2008, the Board of Directors authorized the repurchase of up to 300,000 shares of the Company’s common stock through January 26, 2010. No repurchases have been made under the program. Prior to the earlier of December 23, 2011, or the date on which all of our series A preferred stock has been redeemed or Treasury has transferred all of the shares of our series A preferred stock to third parties that are not affiliates of Treasury, we may not, without the consent of Treasury, redeem, purchase or acquire any shares of our common stock or other capital stock or other equity securities, or any trust preferred securities that we issued, other than for limited exceptions.

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STOCKHOLDER RETURN PERFORMANCE PRESENTATION

The following graph compares the total cumulative stockholders’ return on the Company’s common Stock to the NASDAQ U.S. Stock Index (“NASDAQ Composite”), which includes all NASDAQ traded stocks of U.S. companies, and the SNL Bank NASDAQ Index.

	Period Ending
Index	12/31/03		12/31/04		12/31/05		12/31/06		12/31/07		12/31/08
HMN Financial, Inc.		100.00		140.01		128.93		155.28		114.17		20.24
NASDAQ Composite		100.00		108.59		110.08		120.56		132.39		78.72
SNL Bank NASDAQ		100.00		114.61		111.12		124.75		97.94		71.13

ITEM 6. SELECTED FINANCIAL DATA

The information on page 4 under the caption “Five Year Consolidated Financial Highlights” of the Annual Report to Security Holders for the year ended December 31, 2008 is incorporated herein by reference.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The table on page 7 and the tables regarding investment maturities on page 18 of Part 1 Item 1 of this report, as well as the information on pages 5 through 23 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, other than the section captioned “Market Risk”, of the Annual Report to Security Holders for the year ended December 31, 2008 is incorporated herein by reference.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information on pages 21 through 23 under the captions “Market Risk” and “Asset/Liability Management” of the Annual Report to Security Holders for the year ended December 31, 2008 is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements (including the notes to the financial statements) on pages 24 through 47, other than the sections captioned “Other Financial Data” and “Common Stock Information”, of the Annual Report to Security Holders for the year ended December 31, 2008 is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Bank’s President, our Principal Executive Officer and our Chief Financial Officer, our Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are only being made in accordance with authorizations of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Any control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system inherently has limitations, and the benefits of controls must be weighed against their costs. Additionally, controls can be circumvented by the individual acts of some persons by collusion of two or more people, or by management override of the control. Therefore, no assessment of a cost-effective system of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

Under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company’s evaluation under this framework, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2008. The registered public accounting firm that audited the Company’s financial statements incorporated into this Form 10-K has issued the following attestation report on the Company’s internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
HMN Financial, Inc.:

We have audited HMN Financial, Inc.’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). HMN Financial, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report. Our responsibility is to express an opinion on HMN Financial, Inc.’s internal control over financial reporting based on our audit.

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

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

In our opinion, HMN Financial, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of HMN Financial, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008, and our report dated March 2, 2009 expressed an unqualified opinion on those consolidated financial statements.

Minneapolis, Minnesota
March 2, 2009

39

Changes in internal controls. No change in the Company’s internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this report and that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item is incorporated by reference from the information under the caption “Executive Officers” in Part I of this report and under the captions “Board of Directors,” “Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the Company’s fiscal year ended December 31, 2008.

The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial and accounting officer, controller and other persons performing similar functions. The Company has posted the Code of Ethics on its website located at www.hmnf.com. The Company intends to post on its website any amendment to a provision of the Code of Ethics that applies to its principal executive officer, principal financial and accounting officer, controller or other persons performing similar functions within five business days following the date of such amendment or waiver.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference from the information under the caption “2008 Executive Compensation”, “Compensation Discussion and Analysis”, “2008 Director Compensation”, “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the Company’s fiscal year ended December 31, 2008.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference from the information under the captions “Security Ownership of Management and Certain Beneficial Owners” and “Other Equity Compensation Plan Information” in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the Company’s fiscal year ended December 31, 2008.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference from the information under the captions “Proposal I — Election of Directors — Board of Directors” and “Corporate Governance — Committees of the board of Directors; — Director Independence; and — Certain Transactions” in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the Company’s fiscal year ended December 31, 2008.

40

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference from the information under the caption “Corporate Governance — Independent Registered Public Accounting Firm Fees” in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the Company’s fiscal year ended December 31, 2008.

41

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     1. Financial Statements

The following financial statements appearing in the Company’s Annual Report to Security Holders for the year ended December 31, 2008, are incorporated herein by reference.

	Pages in
Annual Report Section	2008 Annual Report
Consolidated Balance Sheets — December 31, 2008 and 2007		24
Consolidated Statements of Income — Each of the Years in the Three-Year Period Ended December 31, 2008		25
Consolidated Statements of Stockholders’ Equity and Comprehensive Income — Each of the Years in the Three-Year Period Ended December 31, 2008		26
Consolidated Statements of Cash Flows — Each of the Years in the Three-Year Period Ended December 31, 2008		27
Notes to Consolidated Financial Statements		28
Report of Independent Registered Public Accounting Firm		48

2. Financial Statement Schedules

All financial statement schedules have been omitted as this information is not required under the related instructions, is not applicable or has been included in the Notes to Consolidated Financial Statements.

3. Exhibits

The exhibits filed with this report are set forth on the Exhibit Index filed as part of this report immediately following the signatures.

42

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HMN FINANCIAL, INC.
Date: March 4, 2009	By:	/s/ Bradley C. Krehbiel
		Bradley C. Krehbiel,
		Home Federal Savings Bank President

     Each of the undersigned hereby appoints Timothy Geisler and Jon J. Eberle, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1934, as amended, any and all amendments and exhibits to this Annual Report on Form 10-K and any and all applications, instruments, and other documents to be filed with the Securities and Exchange Commission pertaining to this Annual Report on Form 10-K or any amendments thereto, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on March 4, 2009.

Name	Title
/s/ Bradley C. Krehbiel      Bradley C. Krehbiel	President, Home Federal Savings Bank (Principal Executive Officer)
/s/ Jon J. Eberle      Jon J. Eberle	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/s/ Timothy R. Geisler	Chairman of the Board
Timothy R. Geisler
/s/ Allan R. DeBoer	Director
Allan R. DeBoer
/s/ Duane D. Benson	Director
Duane D. Benson
/s/ Michael J. Fogarty	Director
Michael J. Fogarty
/s/ Karen L. Himle	Director
Karen L. Himle
/s/ Susan K. Kolling	Director
Susan K. Kolling
/s/ Malcolm W. McDonald	Director
Malcolm W. McDonald
/s/ Mahlon C. Schneider	Director
Mahlon C. Schneider

43

INDEX TO EXHIBITS

Exhibit
Number	Exhibit	Filing Status
3.1	Amended and Restated Certificate of Incorporation	Incorporated by Reference (1)
3.2	Amended and Restated By-laws	Incorporated by Reference (2)
4.1	Form of Common Stock Certificate	Incorporated by Reference (3)
4.2	Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A	Incorporated by Reference (4)
4.3	Warrant to Purchase Common Stock, dated December 23, 2008	Incorporated by Reference (5)
10.1†	Employment Agreement with Michael McNeil dated as of May 27, 2008	Incorporated by Reference (6)
10.2†	Form of Change in Control Agreement with executive officers	Incorporated by Reference (7)
10.3†	Directors Deferred Compensation Plan	Incorporated by Reference (8)
10.4†	Amended and Restated HMN Financial, Inc. Stock Option and Incentive Plan dated July 29, 1998	Incorporated by Reference (9)
10.5†	HMN Financial, Inc. 2001 Omnibus Stock Plan	Incorporated by Reference (10)
10.6†	Form of Incentive Stock Option Agreement for HMN Financial, Inc. 2001 Omnibus Stock	Incorporated by Reference (11)
10.7†	Form of Non-Statutory Stock Option Agreement for HMN Financial, Inc. 2001 Omnibus Stock Plan	Incorporated by Reference (12)
10.8†	Form of Restricted Stock Agreement for HMN Financial, Inc. 2001 Omnibus Stock Plan	Incorporated by Reference (13)
10.9	HMN Financial, Inc. Employee Stock Ownership Plan (as amended through February 26, 2008)	Incorporated by Reference (14)
10.10	Letter Agreement, dated December 23, 2008, including Securities Purchase Agreement—Standard Terms incorporated therein by reference, between HMN Financial, Inc. and the United States Department of the Treasury	Incorporated by Reference (15)
10.11†	Form of Agreement with Senior Executive Officer to Amend Certain Benefit Plans of the Company	Incorporated by Reference (16)
10.12†	Form of Waiver by Senior Executive Officers	Incorporated by Reference (17)
13	Portions of Annual Report to Security Holders incorporated by reference	Filed Electronically
14	Code of Business Conduct and Ethics	Incorporated by Reference (18)
21	Subsidiaries of Registrant	Filed Electronically
23	Consent of KPMG LLP	Filed Electronically
24	Powers of Attorney	Included with Signatures
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	Filed Electronically
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	Filed Electronically
32	Section 1350 Certifications	Filed Electronically

44

†	Management contract or compensatory arrangement
1	Incorporated by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 1998 (File No. 0-24100).
2	Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 10-Q, as amended, for the period ended September 30, 2008 (File No. 0-24100).
3	Incorporated by reference to the same numbered exhibit to the Company’s Registration Statement on Form S-1 dated April 1, 1994 (File No. 33-77212).
4	Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 19, 2008, filed on December 23, 2008 (File No. 0-24100).
5	Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 19, 2008, filed on December 23, 2008 (File No. 0-24100).
6	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 27, 2008, filed on June 2, 2008 (File No. 0-24100).
7	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 27, 2008, filed on June 2, 2008 (File No. 0-24100).
8	Incorporated by reference to the same numbered exhibit to the Company’s Annual Report on Form 10-K for the period ended December 31, 1994 (File No. 0-24100).
9	Incorporated by reference to Exhibit 10.1(b) to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998 (File No. 0-24100).
10	Incorporated by reference to Exhibit B to the Company’s Proxy Statement for its Annual Meeting of Stockholders held on April 24, 2001 (File no. 0-24100).
11	Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004 (File No. 0-24100).
12	Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004 (File No. 0-24100).
13	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 24, 2005, filed on January 28, 2005 (File No. 0-24100).
14	Incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the period ended December 31, 2007 (File No. 0-24100).
15	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 19, 2008, filed on December 23, 2008 (File No. 0-24100).
16	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 19, 2008, filed on December 23, 2008 (File No. 0-24100).
17	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated December 19, 2008, filed on December 23, 2008 (File No. 0-24100).
18	Incorporated by reference to Exhibit 14 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005 (File No. 0-24100).

45

EX-13

FIVE-YEAR CONSOLIDATED FINANCIAL HIGHLIGHTS

Selected Operations Data:	Year Ended December 31,
(Dollars in thousands, except per share data)	2008			2007		2006		2005			2004
Total interest income	$	66,512			77,523		67,527		60,281			51,617
Total interest expense		32,796			38,823		28,841		24,511			20,993
Net interest income		33,716			38,700		38,686		35,770			30,624
Provision for loan losses		26,696			3,898		8,878		2,674			2,755
Net interest income after provision for loan losses		7,020			34,802		29,808		33,096			27,869
Fees and service charges		3,933			3,139		3,111		2,719			2,776
Loan servicing fees		955			1,054		1,172		1,210			1,169
Securities gains (losses), net		479			0		48		(21	)		(535	)
Gain on sales of loans		651			1,514		1,255		1,853			1,703
Other non-interest income		936			1,887		856		748			857
Total non-interest income		6,954			7,594		6,442		6,509			5,970
Total non-interest expense		29,085			23,822		22,596		21,801			20,162
Income (loss) before income tax expense (benefit)		(15,111	)		18,574		13,654		17,804			13,677
Income tax expense (benefit)		(4,984	)		7,300		5,226		6,736			4,387
Net income (loss)		(10,127	)		11,274		8,428		11,068			9,290
Preferred stock dividends and discount		(37	)		0		0		0			0
Net income (loss) available to common stockholders	$	(10,164	)		11,274		8,428		11,068			9,290
Basic earnings (loss) per common share	$	(2.78	)		3.02		2.20		2.89			2.40
Diluted earnings (loss) per common share		(2.78	)		2.89		2.10		2.77			2.31
Cash dividends per common share		0.75			1.00		0.98		0.92			0.84

Selected Financial Condition Data:	December 31,
(Dollars in thousands, except per share data)	2008			2007			2006			2005			2004
Total assets	$	1,145,480			1,117,054			977,789			991,237			960,673
Securities available for sale		175,145			186,188			126,140			119,659			103,672
Loans held for sale		2,548			3,261			1,493			1,435			2,712
Loans receivable, net		900,889			865,088			768,232			785,678			783,213
Deposits		880,505			888,118			725,959			731,537			698,902
FHLB advances and Federal Reserve borrowings		142,500			112,500			150,900			160,900			170,900
Stockholders’ equity		112,213			98,128			93,142			90,728			83,771
Book value per common share		21.31			23.50			21.58			20.59			18.95
Number of full service offices		16			15			14			13			13
Number of loan origination offices		2			2			2			3			2
Key Ratios(1)
Stockholders’ equity to total assets at year end		9.80	%		8.78	%		9.53	%		9.15	%		8.72	%
Average stockholders’ equity to average assets		8.58			8.89			9.70			9.05			9.17
Return on stockholders’ equity (ratio of net income (loss) to average equity)		(10.61	)		11.53			8.85			12.42			11.03
Return on assets
(ratio of net income (loss) to average assets)		(0.91	)		1.03			0.86			1.12			1.01
Dividend payout ratio
(ratio of dividends paid to net income (loss))		NM			34.72			42.61			38.02			36.36

(1)	Average balances were calculated based upon amortized cost without the market value impact of SFAS No. 115.
	NM — not meaningful

4

MANAGEMENT DISCUSSION AND ANALYSIS

This Annual Report, other reports filed by the Company with the Securities and Exchange Commission, and the Company’s proxy statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are often identified by such forward-looking terminology as “expect,” “intent,” “look,” “believe,” “anticipate,” “estimate,” “project,” “seek,” “may,” “will,” “would,” “could,” “should,” “trend,” “target,” and “goal” or similar statements or variations of such terms and include, but are not limited to those relating to the adequacy of available liquidity to the Bank, the future outlook for the Company and the Company’s compliance with regulatory standards. A number of factors could cause actual results to differ materially from the Company’s assumptions and expectations. These include but are not limited to the adequacy and marketability of real estate securing loans to borrowers, possible legislative and regulatory changes and adverse economic, business and competitive developments such as shrinking interest margins; reduced collateral values; deposit outflows; reduced demand for financial services and loan products; changes in accounting policies and guidelines, or monetary and fiscal policies of the federal government or tax laws; international economic developments, changes in credit or other risks posed by the Company’s loan and investment portfolios; technological, computer-related or operational difficulties; adverse changes in securities markets; results of litigation; the Company’s use of the proceeds from the sale of securities to the U.S. Treasury Department or other significant uncertainties. Additional factors that may cause actual results to differ from the Company’s assumptions and expectations include those set forth in the Company’s most recent filings on Form 10-K with the Securities and Exchange Commission. All forward-looking statements are qualified by, and should be considered in conjunction with, such cautionary statements. For additional discussion of the risks and uncertainties applicable to the Company, see the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

OVERVIEW

HMN Financial, Inc. (HMN or the Company) is the stock savings bank holding company for Home Federal Savings Bank (the Bank), which operates community retail, private banking and loan production offices in southern Minnesota and Iowa. The earnings of the Company are primarily dependent on the Bank’s net interest income, which is the difference between interest earned on loans and investments, and the interest paid on interest-bearing liabilities such as deposits and Federal Home Loan Bank (FHLB) advances. The difference between the average rate of interest earned on assets and the average rate paid on liabilities is the “interest rate spread”. Net interest income is produced when interest-earning assets equal or exceed interest-bearing liabilities and there is a positive interest rate spread. Net interest income and net interest rate spread are affected by changes in interest rates, the volume and mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets. The Company’s interest rate spread declined in 2008 primarily because of the 400 basis point decrease in the prime interest rate that occurred during the year. The decrease in the prime interest rate resulted in the yields on interest earning assets declining more rapidly than the rates on interest bearing liabilities due to the lagging effect of deposit rate changes. Interest income was also adversely affected in 2008 by the increase in non-performing assets during the year. The Company’s net income is also affected by the generation of non-interest income, which consists primarily of gains or losses from the sale of securities, gains from the sale of loans, fees for servicing mortgage loans and the generation of fees and service charges on deposit accounts. The Bank incurs expenses in addition to interest expense in the form of salaries and benefits, occupancy expenses, provisions for loan losses and amortization of mortgage servicing assets. Over the past several years, the Company has increased the emphasis on commercial business and commercial real estate loans, which has increased the credit risk inherent in the loan portfolio. While HMN did not originate or hold subprime mortgages in its loan portfolio, purchase investments backed by subprime mortgages, or incur any write downs directly related to subprime mortgages, subprime credit issues indirectly impacted the Company by making it more difficult for some borrowers with marginal credit to qualify for a mortgage because most of the non-traditional mortgage products were eliminated by the banks and mortgage companies that were previously offering them. This decrease in available credit reduced the demand for single family homes as there were fewer qualified buyers in the marketplace. The decrease in demand for housing and building lots affected our level of charge offs and the risk ratings on some of our residential development loans. Consequently, the provision for loan losses has increased due to commercial loan charge offs and risk rating downgrades due primarily to decreased demand for housing and building and a general decline in the economic conditions in our markets.

The earnings of financial institutions, such as the Bank, are significantly affected by prevailing economic and competitive conditions, particularly changes in interest rates, government monetary and fiscal policies, and regulations of various regulatory authorities. Lending activities are influenced by the demand for and supply

5

MANAGEMENT DISCUSSION AND ANALYSIS

of business credit, single family and commercial properties, competition among lenders, the level of interest rates and the availability of funds. Deposit flows and costs of deposits are influenced by prevailing market rates of interest on competing investments, account maturities and the levels of personal income and savings.

Critical Accounting Policies

Critical accounting policies are those policies that the Company’s management believes are the most important to understanding the Company’s financial condition and operating results. The Company has identified the following three critical accounting policies that management believes involve the most difficult, subjective, and/or complex judgments that are inherently uncertain. Therefore, actual financial results could differ significantly depending upon the assumptions, estimates and other factors used.

Allowance for Loan Losses and Related Provision

The allowance for loan losses is based on periodic analysis of the loan portfolio. In this analysis, management considers factors including, but not limited to, specific occurrences of loan impairment, changes in the size of the portfolios, national and regional economic conditions such as unemployment data, loan portfolio composition, loan delinquencies, local construction permits, development plans, local economic conditions, historical experience and observations made by the Company’s ongoing internal audit and regulatory exam processes. Loans are charged off to the extent they are deemed to be uncollectible. The Company has established separate processes to determine the adequacy of the loan loss allowance for its homogeneous single-family and consumer loan portfolios and its non-homogeneous loan portfolios. The determination of the allowance for the non-homogeneous commercial business, commercial real estate and multi-family loan portfolios involves assigning standardized risk ratings and loss factors that are periodically reviewed. The loss factors are estimated using a combination of the Company’s own loss experience and external industry data and are assigned to all loans without identified credit weaknesses. For each non-performing loan, the Company also performs an individual analysis of impairment that is based on the expected cash flows or the value of the assets collateralizing the loans and establishes any necessary specific reserves. The determination of the allowance on the homogeneous single-family and consumer loan portfolios is calculated on a pooled basis with individual determination of the allowance for all non-performing loans. The Company’s policies and procedures related to the allowance for loan losses are consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses that was issued by federal financial regulatory agencies in December 2006.

The adequacy of the allowance for loan losses is dependent upon management’s estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status, and the amounts and timing of future cash flows expected to be received on impaired loans. Such estimates, appraisals, evaluations and cash flows may be subject to frequent adjustments due to changing economic prospects of borrowers or properties. The estimates are reviewed periodically and adjustments, if any, are recorded in the provision for loan losses in the periods in which the adjustments become known. The allowance is allocated to individual loan categories based upon the relative risk characteristics of the loan portfolios and the actual loss experience. The Company increases its allowance for loan losses by charging the provision for loan losses against income. The methodology for establishing the allowance for loan losses takes into consideration probable losses that have been identified in connection with specific loans as well as losses in the loan portfolio for which specific reserves are not required. Although management believes that based on current conditions the allowance for loan losses is maintained at an adequate amount to provide for probable loan losses inherent in the portfolio as of the balance sheet dates, future conditions may differ substantially from those anticipated in determining the allowance for loan losses and adjustments may be required in the future.

Mortgage Servicing Rights

The Company recognizes as an asset the rights to service mortgage loans for others, which are referred to as mortgage servicing rights (MSRs). MSRs are capitalized at the fair value of the servicing rights on the date the mortgage loans are sold and are carried at the lower of the capitalized amount, net of accumulated amortization, or fair value. MSRs are capitalized and amortized in proportion to, and over the period of, estimated net servicing income. Each quarter the Company evaluates its MSRs for impairment in accordance with Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Loan type and interest rate are the predominant risk characteristics of the underlying loans used to stratify the MSRs for purposes of measuring impairment. If temporary impairment exists, a valuation allowance is established for any excess of amortized cost over the current fair value through a charge to income. If the Company later determines that all or a portion of the temporary impairment no longer exists, a reduction of the valuation allowance is recorded as

6

an increase to income. The valuation is based on various assumptions, including the estimated prepayment speeds and default rates of the stratified portfolio. Changes in the mix of loans, interest rates, prepayment speeds or default rates from the estimates used in the valuation of the MSR’s may have a material effect on the amortization and valuation of MSRs. Management believes that the assumptions used and the values determined are reasonable based on current conditions. However, future economic conditions may differ substantially from those anticipated in determining the value of the MSRs and adjustments may be required in the future. The Company does not formally hedge its MSRs because they are hedged naturally by the Company’s origination volume. Generally, as interest rates rise the origination volume declines and the value of MSRs increases and as interest rates decline the origination volume increases and the value of MSRs decreases. The amount of MSRs capitalized continues to decline as the Company sells the servicing rights along with the loans for the majority of its single family loans that are sold.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. These calculations are based on many complex factors including estimates of the timing of reversals of temporary differences, the interpretation of federal and state income tax laws and a determination of the differences between the tax and the financial reporting basis of assets and liabilities. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax liabilities.

The Company adopted Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48) effective January 1, 2007. FIN 48 requires the use of estimates to determine the amounts and probabilities of all of the possible outcomes that could be realized upon the ultimate settlement of a tax position using the facts, circumstances and information available. The application of FIN 48 requires significant judgment in arriving at the amount of tax benefits to be recognized in the financial statements for a given tax position. It is possible that the tax benefits realized upon the ultimate resolution of a tax position may result in tax benefits that are significantly different from those estimated.

Results of Operations

The net loss was $10.1 million for 2008, a decrease of $21.4 million compared to net income of $11.3 million for 2007. Diluted loss per common share for the year ended December 31, 2008 was $2.78, down $5.67 from the $2.89 of diluted earnings per common share for the year ended December 31, 2007. Return on average assets was (0.91)% and 1.03% and return on average equity was (10.61)% and 11.53% for 2008 and 2007, respectively.

In comparing 2008 to 2007, the decrease in net income is due primarily to a $22.8 million increase in the loan loss provision between the periods as a result of increased commercial loan loss reserves and charge offs, including a $12.0 million charge off in the third quarter of 2008 because of apparent fraudulent activities related to the collateral of one loan. Results in 2008 were also adversely affected by a $5.0 million decrease in net interest income and a $3.8 million non-cash goodwill impairment charge.

Net Interest Income

Net interest income was $33.7 million for 2008, a decrease of $5.0 million, or 12.9%, from $38.7 million for 2007. Interest income was $66.5 million for 2008, a decrease of $11.0 million, or 14.2%, from $77.5 million for 2007. Interest income decreased primarily because of a decrease in the average yields earned on loans and investments. The decreased average yields were the result of the 400 basis point decrease in the prime interest rate between the periods. Decreases in the prime rate, which is the rate that banks charge their prime business customers, generally decrease the rates on adjustable rate consumer and commercial loans in the portfolio and on new loans originated. Interest income was also adversely affected by the increase in non-performing loans between the periods which resulted in a $3.6 million reduction in interest income and reduced the yield on interest earning assets by 33 basis points in 2008. The decrease in average yields was partially offset by an increase of $60.2 million in average net loans receivable between the periods. The average yield earned on interest-earning assets was 6.23% for 2008, a decrease of 112 basis points from the 7.35% average yield for 2007. Interest expense was $32.8 million for 2008, a decrease of $6.0 million, or 15.5%, from $38.8 million for 2007. Interest expense decreased primarily because of lower interest rates paid on commercial money market accounts and certificates of deposits. The decreased rates were the result of the 400 basis point decrease in the federal funds rate that occurred between the periods. The effect on our deposits of decreases in the federal funds rate generally

7

MANAGEMENT DISCUSSION AND ANALYSIS

lags the effect on our assets. The lagging effect of deposit rate changes is primarily due to the Bank’s deposits that are in the form of certificates of deposit, which do not re-price immediately when the federal funds rate changes. The decrease in rates due to changes in the federal funds rate was partially offset by an increased use of brokered deposits during the period which typically have higher interest rates than other types of deposits. The average interest rate paid on interest-bearing liabilities was 3.27% for 2008, a decrease of 64 basis points from the 3.91% paid for 2007. Net interest margin (net interest income divided by average interest earning assets) for 2008 was 3.16%, a decrease of 51 basis points, compared to 3.67% for 2007.

The following table presents the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates. Non-accruing loans have been included in the table as loans carrying a zero yield.

	Year Ended December 31,
	2008								2007								2006
	Average		Interest			Average			Average		Interest			Average			Average		Interest			Average
	Outstanding		Earned/			Yield/			Outstanding		Earned/			Yield/			Outstanding		Earned/			Yield/
(Dollars in thousands)	Balance		Paid			Rate			Balance		Paid			Rate			Balance		Paid			Rate
Interest-earning assets:
Securities available for sale:
Mortgage-backed and related securities	$	35,494		1,615			4.55	%	$	15,502		727			4.69	%	$	7,045		271			3.85	%
Other marketable securities		119,065		5,775			4.85			177,256		9,153			5.16			124,684		5,195			4.17
Loans held for sale		2,711		166			6.12			2,391		148			6.19			3,383		216			6.40
Loans receivable, net(1)(2)		887,836		58,505			6.59			827,597		65,967			7.97			760,990		59,965			7.88
FHLB stock		7,192		253			3.52			6,627		341			5.15			8,235		325			3.95
Other, including cash equivalents		16,011		198			1.24			24,820		1,187			4.78			32,867		1,555			4.73
Total interest-earning assets	$	1,068,309		66,512			6.23		$	1,054,193		77,523			7.35		$	937,204		67,527			7.21
Interest-bearing liabilities:
NOW accounts	$	126,118		1,542			1.22	%	$	115,572		3,495			3.02	%	$	97,753		2,635			2.70	%
Passbooks		40,229		412			1.02			40,401		551			1.36			60,577		1,084			1.79
Money market accounts		120,333		2,821			2.34			216,175		8,045			3.72			153,889		5,119			3.33
Certificate accounts		247,454		9,582			3.87			236,415		10,577			4.47			233,074		8,652			3.71
Brokered deposits		287,771		12,799			4.45			210,164		10,734			5.11			125,055		4,553			3.64
FHLB advances and Federal Reserve borrowings		123,938		5,639			4.55			116,721		5,420			4.64			156,399		6,795			4.34
Other interest-bearing liabilities		1,135		1			0.08			939		1			0.09			834		3			0.30
Total interest-bearing liabilities	$	946,978		32,796			3.46		$	936,387		38,823			4.15		$	827,581		28,841			3.48
Net interest income				33,716								38,700								38,686
Net interest rate spread							2.77	%							3.20	%							3.73	%
Net earning assets	$	121,331							$	117,806							$	109,623
Net interest margin							3.16	%							3.67	%							4.13	%
Average interest-earning assets to average interest-bearing liabilities				112.81	%							112.58	%							113.25	%

(1)	Tax exempt income was not significant; therefore, the yield was not presented on a tax equivalent basis for any of the years presented. The tax-exempt income was $1,014,000 for 2008, $1,015,000 for 2007 and $1,248,000 for 2006.
(2)	Calculated net of deferred loan fees, loan discounts, loans in process and loss reserve.

Net interest margin decreased to 3.16% in 2008 from 3.67% in 2007 primarily because the cost of interest bearing liabilities decreased at a slower rate than the yield on interest earning assets due to the lagging effect of deposit price changes in relation to loan price changes. Net interest margin was also negatively impacted by a change in the deposit mix as a larger percentage of deposits were in higher priced brokered certificates of deposits in 2008 when compared to 2007. Brokered deposits increased in 2008 as they were used to replace scheduled money market withdrawals on escrow deposits received in 2007. Average net interest-earning assets were $121.3 million in 2008 compared to $117.8 million for 2007. Net interest-earning assets increased primarily because of an increase in cash from operations and were reduced by the purchase of premises and equipment, net disbursements on loans held for sale, repurchase of HMN common stock, the payment of dividends and the transfer of loans to real estate. During

8

2008 and 2007, the Company purchased premises and equipment of $3.8 million and $2.6 million, paid $0.7 million and $4.9 million, respectively, to purchase its common stock in the open market and paid dividends to stockholders of $2.7 million and $3.8 million, respectively.

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It quantifies the changes in interest income and interest expense related to changes in the average outstanding balances (volume) and those changes caused by fluctuating interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume).

	Year Ended December 31,
	2008 vs. 2007									2007 vs. 2006
	Increase (Decrease)									Increase (Decrease)
	Due to						Total			Due to						Total
							Increase									Increase
(Dollars in thousands)	Volume(1)			Rate(1)			(Decrease)			Volume(1)			Rate(1)			(Decrease)
Interest-earning assets:
Securities available for sale:
Mortgage-backed and related securities	$	938			(50	)		888		$	325			131			456
Other marketable securities		(3,005	)		(373	)		(3,378	)		2,190			1,768			3,958
Loans held for sale		20			(2	)		18			(63	)		(5	)		(68	)
Loans receivable, net		4,600			(12,061	)		(7,461	)		5,602			399			6,001
Cash equivalents		(421	)		(568	)		(989	)		(381	)		13			(368	)
FHLB Stock		29			(117	)		(88	)		(63	)		80			17
Total interest-earning assets	$	2,161			(13,171	)		(11,010	)	$	7,610			2,386			9,996
Interest-bearing liabilities:
NOW accounts	$	320			(2,272	)		(1,952	)	$	864			(5	)		859
Passbooks		(2	)		(137	)		(139	)		(410	)		(123	)		(533	)
Money market accounts		(4,855	)		(368	)		(5,223	)		116			2,809			2,925
Certificates		477			(1,473	)		(996	)		125			1,801			1,926
Brokered deposits		3,585			(1,520	)		2,065			3,883			2,298			6,181
FHLB advances and Federal Reserve borrowings		330			(111	)		219			(1,816	)		441			(1,375	)
Other interest-bearing liabilities		0			0			0			0			(1	)		(1	)
Total interest-bearing liabilities	$	(145	)		(5,881	)		(6,026	)	$	2,762			7,220			9,982
Net interest income							$	33,716								$	38,700

⁽¹⁾ For purposes of this table, changes attributable to both rate and volume which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

The following table sets forth the weighted average yields on the Company’s interest-earning assets, the weighted average interest rates on interest-bearing liabilities and the interest rate spread between the weighted average yields and rates as of the date indicated. Non-accruing loans have been included in the table as loans carrying a zero yield.

At December 31, 2008

Weighted average yield on:
Securities available for sale:
Mortgage-backed and related securities	4.32%
Other marketable securities	4.16
Loans held for sale	6.27
Loans receivable, net	6.34
FHLB stock	3.00
Other interest-earnings assets	0.09
Combined weighted average yield on interest-earning assets	5.92
Weighted average rate on:
NOW accounts	0.19%
Passbooks	0.11
Money market accounts	1.59
Certificates	3.71
FHLB advances and Federal Reserve borrowings	4.31
Combined weighted average rate on interest-bearing liabilities	2.81
Interest rate spread	3.11

9

MANAGEMENT DISCUSSION AND ANALYSIS

Provision for Loan Losses

The provision for loan losses was $26.7 million for 2008, an increase of $22.8 million, from $3.9 million for 2007. The provision for loan losses increased $12.0 million as the result of a commercial loan that was charged off in the third quarter of 2008 due to the apparent fraudulent activities related to the underlying collateral on the loan. The provision for loan losses also increased due to $44.8 million in commercial loan growth between the periods, an increase in the specific reserves established on commercial real estate loans due to decreases in collateral values and because of risk rating downgrades on various loans in the portfolio as a result of the current economic environment. Total non-performing assets were $74.8 million at December 31, 2008, an increase of $52.9 million, or 240.8%, from $21.9 million at December 31, 2007. Non-performing loans increased $44.5 million to $64.2 million and foreclosed and repossessed assets increased $8.4 million to $10.6 million between the periods. The increase in non-performing loans was primarily related to commercial real estate loans.

A rollforward of the allowance for loan losses for 2008 and 2007 is summarized as follows:

(Dollars in thousands)	2008			2007
Balance at January 1.	$	12,438		$	9,873
Provision		26,696			3,898
Charge offs:
Commercial business		(13,784	)		(554	)
Commercial real estate		(3,454	)		(245	)
Consumer		(612	)		(840	)
Single family mortgage		(78	)		(42	)
Recoveries		51			348
Balance at December 31.	$	21,257		$	12,438

Non-Interest Income

Non-interest income was $7.0 million for 2008, a decrease of $0.6 million, or 8.4%, from $7.6 million for 2007. The following table presents the components of non-interest income:

							Percentage
	Year Ended December 31,						Increase (Decrease)
(Dollars in thousands)	2008		2007		2006		2008/2007			2007/2006
Fees and service charges	$	3,933		3,139		3,111		25.3	%		0.9	%
Loan servicing fees		955		1,054		1,172		(9.4	)		(10.1	)
Securities gains, net		479		0		48		N/A			N/A
Gain on sales of loans		651		1,514		1,255		(57.0	)		20.6
Other non-interest income		936		1,887		856		(50.4	)		120.4
Total non-interest income	$	6,954		7,594		6,442		(8.4	)		17.9

Other non-interest income decreased $951,000 between 2008 and 2007 due primarily to a decrease on the gains recognized on the sale of repossessed commercial property between the periods. Gain on sales of loans decreased $863,000 between 2008 and 2007 due primarily to a decrease in the gains realized on commercial government guaranteed loans that were sold. Loan servicing fees decreased $99,000 between the periods due primarily to a decrease in the single-family mortgage loans being serviced because most of the mortgage loans being sold into the secondary market with the servicing released. Fees and service charges increased $794,000 between the periods primarily because of increased retail deposit account activity and fees. Security gains increased $479,000 because of increased investment sales.

10

Non-interest Expense

Non-interest expense for 2008 was $29.1 million, an increase of $5.3 million, or 22.1%, from $23.8 million for 2007. The following table presents the components of non-interest expense:

							Percentage
	Year Ended December 31,						Increase (Decrease)
(Dollars in thousands)	2008		2007		2006		2008/2007			2007/2006
Compensation and benefits	$	12,464		12,491		11,869		(0.2	)%		5.2	%
Occupancy		4,521		4,467		4,435		1.2			0.7
Advertising		422		542		475		(22.1	)		14.1
Data processing		1,395		1,267		1,183		10.1			7.1
Amortization of mortgage servicing rights, net		570		706		848		(19.3	)		(16.7	)
Goodwill impairment charge		3,801		0		0		N/A			N/A
Other		5,912		4,349		3,786		35.9			14.9
Total non-interest expense	$	29,085		23,822		22,596		22.1			5.4

A goodwill impairment charge of $3.8 million was recorded in the second quarter of 2008 as goodwill related to a prior acquisition was deemed to be impaired and fully written off due to the trading of the Company’s common stock at a discount to book value. Other non-interest expense increased $1.6 million between the periods primarily because of increased Federal Deposit Insurance Corporation (FDIC) insurance costs, a litigation settlement related to a loan participation and increased legal fees primarily related to an ongoing state tax assessment challenge. Occupancy expense increased $54,000 primarily because of the additional costs associated with a new branch that was opened in Eagan in the third quarter of 2007 and a new branch that was opened in Rochester in the third quarter of 2008. Data processing costs increased $128,000 primarily because of increased expenses related to the data processing system conversion that took place in the fourth quarter of 2008. Amortization of mortgage servicing rights decreased $136,000 due to a decrease in single-family mortgage loans being serviced as the Bank continues to sell the servicing rights along with the loans for the majority of its single family loans that are sold. Advertising expense decreased $120,000 between the periods due primarily to a decrease in promotional event sponsorships. Compensation expense decreased $27,000 between the periods as pay increases were offset entirely by decreases in incentives and pension costs related to the Company’s ESOP plan.

Income Taxes

The Company considers the calculation of current and deferred income taxes to be a critical accounting policy that is subject to significant estimates. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax assets and liabilities. The income tax benefit was $5.0 million for 2008, a decrease of $12.3 million compared to $7.3 million in income tax expense for 2007. Income taxes decreased between the periods due to a decrease in taxable income and an effective income tax rate that decreased from 39.3% for 2007 to 33.0% for 2008. The difference in the effective rates between the periods is primarily related to the $3.8 million goodwill impairment charge recorded during the year as it is not tax deductible and therefore no tax benefit was recorded.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. FIN 48 requires companies to recognize in their financial statements the impact of a tax position, taken or expected to be taken, if it is more likely than not that the position will be sustained on audit based on the technical merits of the position. The Interpretation requires the use of a cumulative probability methodology to determine the amounts and probabilities of all of the possible outcomes that could be realized upon the ultimate settlement of a tax position using the facts, circumstances and information available at the reporting date. It also requires that interest expense be accrued on the difference between the tax position recognized in accordance with the Interpretation and the amount previously taken or expected to be taken in a tax return. The provisions of FIN 48 were adopted by the Company on January 1, 2007 and as a result, the Company recognized a $250,000 increase in its liability recorded for tax exposure reserves for unrecognized tax benefits upon adoption. The adjustment was recorded as a reduction to the January 1, 2007 retained earnings balance and an increase in tax liability in accordance with the requirements of FIN 48.

The Company is located in Minnesota and files a state income tax return with the Minnesota Department of Revenue (MDR). In January 2007, the MDR proposed adjustments of $2.2 million to the Company’s Minnesota state tax liability related to the tax treatment of the inter-

11

MANAGEMENT DISCUSSION AND ANALYSIS

company dividends paid to the Bank by a former subsidiary in 2002, 2003 and 2004. The Company is challenging the proposed adjustments and a Minnesota Tax Court hearing was held in the fourth quarter of 2008 and a ruling is anticipated in the second quarter of 2009. A tax exposure reserve has been established based on a range of probable outcomes, however, the final liability will depend on the ultimate resolution of this issue. In 2005, Minnesota state tax laws were changed and the Company’s Minnesota tax filings subsequent to 2004 do not have exposure relating to the treatment of the inter-company dividend payments.

Net Income (Loss) Available to Common Shareholders

On December 23, 2008, the Company sold preferred stock and a related warrant to the United States Treasury for $26.0 million. The preferred shares are entitled to a 5% annual cumulative dividend for each of the first five years of the investment, increasing to 9% thereafter, unless HMN redeems the shares. The cumulative preferred dividends payable will be $325,000 each quarter for the first five years the preferred shares are outstanding and increase to $585,000 each quarter thereafter if the shares are not redeemed. The 2008 preferred dividend amount represents the dividend payable and the related discount for the time the preferred shares were outstanding in 2008. Net income (loss) available to common stockholders is net income (loss) less the preferred dividends paid or accrued for the period.

COMPARISON OF 2007 WITH 2006

Net income was $11.3 million for the year ended December 31, 2007, compared to $8.4 million for 2006. Diluted earnings per common share for 2007 were $2.89, compared to $2.10 for 2006. Return on average assets was 1.03% and 0.86% and return on average equity was 11.53% and 8.85% for 2007 and 2006, respectively. Diluted earnings per share increased $0.08 as a result of the Company’s treasury stock purchases of $4.9 million during 2007.

In comparing 2007 to 2006, net interest income was essentially the same. The provision for loan losses decreased $5.0 million in 2007, primarily because of a decrease in commercial loan charge offs. Non-interest income increased $1.2 million primarily because of an increase in the gains recognized on the sale of real estate owned. Non-interest expense increased $1.2 million primarily because of increased compensation and benefits costs and increased legal fees related to foreclosed assets.

Net interest income was $38.7 million for 2007, essentially the same as in 2006. Interest income was $77.5 million for 2007, an increase of $10.0 million from $67.5 million for 2006. Interest income increased because of a $117 million increase in average interest earning assets and also because the average yields earned on loans and investments increased between the periods. The increase in average interest earning assets was the result of a $66 million increase in the average outstanding loans and a $51 million increase in the average outstanding cash and investments between the periods. The increase in outstanding loans was primarily in commercial business and commercial construction loans. The increase in cash and investments was the result of obtaining collateralized deposit relationships that required the purchase of additional investments in order to collateralize the deposits and maintain adequate liquidity. Yields increased primarily because of the 100 basis point increase in the prime interest rate that occurred during the first six months of 2006 that remained in effect until September 2007. Increases in the prime rate generally increase the rates on adjustable rate consumer and commercial loans in the portfolio and on new loans and investments. The yield earned on interest-earning assets was 7.35% for 2007, an increase of 14 basis points from the 7.21% yield for 2006. Interest expense was $38.8 million for 2007, an increase of $10.0 million from $28.8 million for 2006. Interest expense increased primarily because of higher interest rates paid on commercial money market accounts and certificates of deposits. The increased rates were the result of the 100 basis point increase in federal funds rate that occurred throughout the first six months of 2006 that was not fully reflected in deposit rates until the second half of 2006. The effect on our deposits of increases in the federal funds rate generally lags the effect on our assets. The average interest rate paid on interest-bearing liabilities was 3.91% for 2007, an increase of 63 basis points from the 3.28% paid for 2006. Net interest margin for 2007 was 3.67%, a decrease of 46 basis points, compared to 4.13% for 2006.

Net interest margin decreased to 3.67% in 2007 from 4.13% for 2006 primarily because the cost of interest bearing liabilities increased at a faster rate than the yield on interest bearing assets due to the lagging effect of deposit price changes in relation to loan price changes. The prime interest rate increased 100 basis points in the first 6 months of 2006 and these increases were not reflected in the deposit rates until the latter half of 2006 and early 2007. Net interest margin was also negatively impacted by a change in the deposit mix as a larger percentage of deposits were in higher priced brokered certificates of deposits in 2007 when compared to 2006. The use of brokered deposits was increased in 2007 as they were used to fund commercial loan growth and replace maturing Federal Home Loan Bank advances in order to improve the Bank’s liquidity position. Average net interest-earning assets were $62.8 million in 2007 compared to $58.6 million for 2006. Net interest-earning assets increased primarily because of an increase in cash from

12

operations and were reduced by the purchase of premises and equipment, repurchase of HMN common stock and the payment of dividends. During 2007 and 2006, the Company purchased premises and equipment of $2.6 million and $1.4 million, paid $4.9 million and $4.0 million, respectively, to purchase its common stock in the open market and paid dividends to stockholders of $3.7 million in both years.

The provision for loan losses is recorded to maintain the allowance for loan losses at a level deemed appropriate by management based on the factors disclosed in the critical accounting policy previously discussed. The provision for loan losses was $3.9 million for 2007, a decrease of $5.0 million from $8.9 million for 2006. The provision for loan losses decreased primarily because $7.4 million in related commercial real estate development loans were charged off in 2006 compared to loan charge offs of $1.7 million in 2007. The decrease in the provision related to loan charge offs was partially offset by an increase in the provision for the $77 million increase in the outstanding commercial loans between the periods and by the $1.7 million increase in the reserves established on non-accrual loans. Total non-performing assets were $21.9 million at December 31, 2007, an increase of $11.5 million, or 110.4%, from $10.4 million at December 31, 2006.

Non-interest income was $7.6 million for the year ended December 31, 2007, an increase of $1.2 million from $6.4 million for 2006. Fees and service charges earned in 2007 increased $28,000 from those earned in 2006 primarily because of an increase in retail deposit account activity and fees. Loan servicing fees decreased $118,000 between the periods due primarily to a decrease in the single-family mortgage loans being serviced. Single-family loan servicing fees decreased $112,000 due to a decrease in the number of single-family loans that were serviced for others. The number of loans serviced decreased because most of the servicing rights on the loans originated in 2007 were sold along with the loans. Commercial loan servicing fees decreased $6,000 as a result of a small decrease in loans serviced for others. The Bank continues to sell off participations in, but retains the servicing responsibilities for, certain originated commercial loans in order to adhere to regulatory lending limits and manage credit risk within the portfolio. Security gains decreased $48,000 for the year ended December 31, 2007 due to decreased security sales. The ability to realize gains on the sale of securities is dependent upon the type of securities in the portfolio and on changes in the general interest rate environment. No investments were sold in 2007 because the rising interest rate environment for most of the year limited the opportunity to sell securities at a gain. Gain on sales of loans increased $259,000 in 2007. Gain on sales of single-family loans decreased $316,000 due to a decrease in the number of single-family loans sold and a decrease in the profit margins realized on the loans that were sold. Competition in the single-family loan origination market remained strong in 2007 as the overall market slowed and profit margins were lowered in order to remain competitive and maintain origination volume. Government guaranteed commercial loan sale gains increased $575,000 in 2007 due primarily to the gain recognized on the sale of an $8.7 million USDA guaranteed loan. Other non-interest income consists primarily of fees and commissions earned on the sale of financial planning and insurance products and the gains and losses from the sale of assets. For 2007, other non-interest income increased $1.0 million primarily because of increased gains on the sale of real estate owned that was partially offset by decreased sales of financial planning and insurance products.

Non-interest expense for 2007 was $23.8 million, an increase of $1.2 million, compared to $22.6 million for 2006. Non-interest expense increased in 2007 primarily because of a $622,000 increase in compensation and benefits expense due to annual salary and incentive compensation increases. Occupancy expense increased $32,000 primarily because of the additional costs associated with the new Eagan branch that was opened in the third quarter of 2007. Data processing costs increased $84,000 primarily because of increased internet and other banking services provided by a third party processor. Amortization of mortgage servicing rights decreased $142,000 due to a decrease in single-family mortgage loans being serviced when compared to 2006. Other non-interest expense increased $563,000 primarily because of increased legal fees and other expenses relating to foreclosed assets.

Income tax expense increased between the periods due to an increase in taxable income and an effective tax rate that increased from 38.3% for 2006 to 39.3% for 2007. The increase in the effective tax rate was primarily the result of increased taxable income and changes in state tax allocations.

13

MANAGEMENT DISCUSSION AND ANALYSIS

Financial Condition

Loans Receivable, Net

The following table sets forth the information on the Company’s loan portfolio in dollar amounts and percentages (before deductions for loans in process, deferred fees and discounts and allowances for losses) as of the dates indicated:

	December 31,
	2008						2007						2006					2005					2004
(Dollars in thousands)	Amount			Percent			Amount			Percent			Amount		Percent			Amount		Percent			Amount		Percent
Real Estate Loans:
One-to-four family	$	161,989			17.51	%	$	152,974			17.33	%	$	134,269		17.10	%	$	127,075		15.82	%	$	139,008		17.34	%
Multi-family		29,292			3.17			29,073			3.29			29,863		3.80			40,753		5.07			41,922		5.23
Commercial		325,304			35.16			281,822			31.92			294,490		37.49			260,268		32.40			224,945		28.06
Construction or development		108,283			11.70			111,034			12.58			60,178		7.66			80,342		10.00			98,397		12.28
Total real estate loans		624,868			67.54			574,903			65.12			518,800		66.05			508,438		63.29			504,272		62.91
Other Loans:
Consumer Loans:
Automobile		1,333			0.14			1,730			0.20			3,093		0.39			5,461		0.68			9,496		1.18
Home equity line		52,243			5.65			51,317			5.81			54,247		6.91			61,011		7.60			67,140		8.38
Home equity		22,912			2.48			20,254			2.30			21,263		2.71			19,076		2.37			20,033		2.50
Mobile home		1,316			0.14			1,699			0.19			2,052		0.26			2,299		0.29			2,896		0.36
Land/lot loans		2,969			0.32			4,151			0.47			5,501		0.70			9,487		1.18			11,572		1.44
Other		5,828			0.63			5,758			0.65			3,692		0.47			3,564		0.44			3,836		0.48
Total consumer loans		86,601			9.36			84,909			9.62			89,848		11.44			100,898		12.56			114,973		14.34
Commercial business loans		213,775			23.10			222,959			25.26			176,770		22.51			193,962		24.15			182,369		22.75
Total other loans		300,376			32.46			307,868			34.88			266,618		33.95			294,860		36.71			297,342		37.09
Total loans		925,244			100.00	%		882,771			100.00	%		785,418		100.00	%		803,298		100.00	%		801,614		100.00	%
Less:
Loans in process		0	**					3,011						5,252					7,008					7,561
Unamortized (premiums)
discounts		569						(11	)					40					190					63
Net deferred loan fees		2,529						2,245						2,021					1,644					1,781
Allowance for losses		21,257						12,438						9,873					8,778					8,996
Total loans receivable, net	$	900,889					$	865,088					$	768,232				$	785,678				$	783,213

** - Core data processing systems converted in 2008, loan amounts reflected in table are net of loan process.

In 2008, the Company continued to manage interest rate risk and increase interest income by increasing its investments in shorter term and generally higher yielding commercial real estate loans. Based on declining loan demand and the Company’s focus on improving credit quality, it is anticipated that the size of our commercial real estate and commercial business portfolios will decrease in 2009. It is also anticipated that traditional conforming one-to-four family mortgage loan balances will be maintained at current levels in 2009. HMN does not originate or hold subprime mortgages in our loan portfolio and does not purchase or hold investments backed by subprime mortgages in our investment portfolio. However, subprime credit issues continued to indirectly impact the Company in 2008 by making it more difficult for some borrowers with marginal credit to qualify for a mortgage, as most non-traditional mortgage products have been eliminated by the banks and mortgage companies that were previously offering them. This decrease in available credit reduced the demand for single family homes as there were fewer qualified buyers in the marketplace. The decrease in demand for housing and building lots affected the risk ratings on some of our residential development loans. The economic

14

slowdown spread to other sectors of the economy and ultimately was reflected in the $44.5 million increase in non-performing loans during 2008. Of the $44.5 million non-performing loan increase, $15.9 million were related to borrowers that had invested in or were otherwise negatively impacted by alleged fraudulent activities of a third party. While we believe we have adequately provided for any probable losses on our non-performing loans, we recognize that it will take time in the current economic environment to liquidate many of the assets due to limited demand for the properties. Where feasible, we continue to work with the borrowers in order to get these assets performing in the most cost effective manner.

One-to-four family real estate loans were $162.0 million at December 31, 2008, an increase of $9.0 million, compared to $153.0 million at December 31, 2007. Loan originations decreased in 2008, but more of the loans that were originated were placed in portfolio as compared to prior periods. The increase in the amount of mortgage loans placed in portfolio was the primary reason for the growth in the one-to-four family loan portfolio during 2008.

Commercial real estate loans were $325.3 million at December 31, 2008, an increase of $43.5 million, compared to $281.8 million at December 31, 2007. Commercial business loans were $213.8 million at December 31, 2008, a decrease of $9.2 million, compared to $223.0 million at December 31, 2007. Decreased commercial loan demand resulted in a decrease in net commercial loan production. Net commercial loan production, which is the principal amount retained by the Bank after deducting sold loan participations, was $218.7 million in 2008, compared to $288.3 million in 2007. Loan participations are sold in most cases in order to comply with lending limit restrictions and/or reduce loan concentrations. The decrease in net production was entirely offset by a decrease in loan prepayments, which was the primary reason for the increase in these combined loan balances in 2008.

Home equity line balances were $52.2 million at December 31, 2008, compared to $51.3 million at December 31, 2007. The open-end home equity lines are written with an adjustable rate and a 10 year draw period which requires “interest only” payments followed by a 10 year repayment period which fully amortizes the outstanding balance. Closed-end home equity loans are written with fixed or adjustable rates with terms up to 15 years. Home equity loans were $22.9 million at December 31, 2008, compared to $20.3 million at December 31, 2007.

Allowance for Loan Losses

The determination of the allowance for loan losses and the related provision is a critical accounting policy of the Company that is subject to significant estimates, as previously discussed. The current level of the allowance for loan losses is a result of management’s assessment of the risks within the portfolio based on the information obtained through the credit evaluation process. The Company utilizes a risk-rating system on non-homogenous commercial real estate and commercial business loans that includes regular credit reviews to identify and quantify the risk in the commercial portfolio. Management conducts quarterly reviews of the entire loan portfolio and evaluates the need to establish general allowances and specific reserves on the basis of these reviews.

Management continues to actively monitor asset quality and charges off loans against the allowance for loan losses when appropriate. Although management believes it uses the best information available to make determinations with respect to the allowance for loan losses, future adjustments may be necessary if economic conditions differ substantially from the economic conditions in the assumptions used to determine the size of the allowance for loan losses.

15

MANAGEMENT DISCUSSION AND ANALYSIS

The allowance for loan losses was $21.3 million, or 2.30% of gross loans at December 31, 2008, compared to $12.4 million, or 1.41% of gross loans at December 31, 2007. The allowance for loan losses and the related ratios increased primarily because of the specific reserves established on the $44.5 million increase in nonperforming loans between the periods. The total provision for the year of $26.7 million included a $12.0 million charge-off of one loan due to apparent fraudulent activity. The following table reflects the activity in the allowance for loan losses and selected statistics:

	December 31,
(Dollars in thousands)	2008			2007			2006			2005			2004
Balance at beginning of year	$	12,438			9,873			8,778			8,996			6,940
Provision for losses		26,696			3,898			8,878			2,674			2,755
Charge-offs:
One-to-four family		(78	)		(42	)		(150	)		(234	)		(331	)
Consumer		(612	)		(840	)		(269	)		(228	)		(407	)
Commercial business		(13,784	)		(554	)		(188	)		(1,356	)		0
Commercial real estate		(3,454	)		(245	)		(7,242	)		(1,259	)		0
Recoveries		51			348			66			185			39
Net charge-offs		(17,877	)		(1,333	)		(7,783	)		(2,892	)		(699	)
Balance at end of year	$	21,257			12,438			9,873			8,778			8,996
Year end allowance for loan losses as a percent of year end gross loan balance		2.30	%		1.41	%		1.26	%		1.09	%		1.12	%
Ratio of net loan charge-offs to average loans outstanding		1.98			0.16			0.98			0.36			0.09

The following table reflects the allocation of the allowance for loan losses:

	December 31,
	2008						2007						2006						2005						2004
				Percent						Percent						Percent						Percent						Percent
	Allocated			of loans			Allocated			of loans			Allocated			of loans			Allocated			of loans			Allocated			of loans
	allowance			in each			allowance			in each			allowance			in each			allowance			in each			allowance			in each
	as a %			category			as a %			category			as a %			category			as a %			category			as a %			category
	of loan			to total			of loan			to total			of loan			to total			of loan			to total			of loan			to total
	category			loans			category			loans			category			loans			category			loans			category			loans
Real estate loans:
One-to-four family		1.75	%		17.51	%		0.27	%		17.33	%		0.22	%		17.10	%		0.21	%		15.82	%		0.17	%		17.34	%
Multi-family		0.97			3.17			1.05			3.29			1.49			3.80			1.56			5.07			1.67			5.23
Commercial real estate		3.45			35.16			2.10			31.92			1.67			37.49			1.32			32.40			1.60			28.06
Construction or development		1.45			11.70			1.34			12.58			1.16			7.66			1.14			10.00			1.07			12.28
Consumer loans		1.83			9.36			1.70			9.62			1.59			11.44			0.88			12.56			0.81			14.34
Commercial business loans		1.75			23.10			1.28			25.26			1.18			22.51			1.36			24.15			1.36			22.75
Total		2.30			100.00	%		1.41			100.00	%		1.26			100.00	%		1.09			100.00	%		1.12			100.00	%

The allocation of the allowance for loan losses increased in 2008 for one-to-four family due primarily to the increased specific reserves established on a non-performing single family loan at December 31, 2008. The allocation of the allowance for loan losses increased in 2008 for consumer loans due primarily to an increase in the reserve for unclassified loans based on management’s assessment of the risk in these portfolios based on historical experience and the current economic environment. The allocated percentage for commercial real estate and construction or development loans increased in 2008 due to management’s assessment of the risk and assignment of risk ratings of certain individual loans in this category. The allocated percentage for multi-family loans decreased between the years because some of the loans that were classified at the end of 2007 were paid off during 2008.

Allowance for Real Estate Losses

Real estate properties acquired or expected to be acquired through loan foreclosures are initially recorded at the lower of the related loan balance, less any specific

16

allowance for loss, or fair value less estimated selling costs. Management periodically performs valuations and an allowance for losses is established if the carrying value of a property exceeds its fair value less estimated selling costs. There was limited activity in the allowance for real estate losses and the balance was $0 at December 31, 2008 and 2007.

Non-performing Assets

Loans are reviewed at least quarterly and any loan whose collectability is doubtful is placed on non-accrual status. Loans are placed on non-accrual status when either principal or interest is 90 days or more past due, unless, in the judgment of management, the loan is well collateralized and in the process of collection. Interest accrued and unpaid at the time a loan is placed on non-accrual status is charged against interest income. Subsequent payments are either applied to the outstanding principal balance or recorded as interest income, depending on the assessment of the ultimate collectability of the loan. Restructured loans include the Bank’s troubled debt restructurings that involved forgiving a portion of interest or principal or making loans at a rate materially less than the market rate. Foreclosed and repossessed assets include assets acquired in settlement of loans.

Non-performing assets are comprised of non-accrual loans, delinquent accounts receivable, real estate acquired through foreclosure and repossessed assets and totaled $74.8 million at December 31, 2008, compared to $21.9 million at December 31, 2007. The $52.9 million increase in non-performing assets at December 31, 2008 relates primarily to a $44.5 million increase in non-performing loans and an $8.4 million increase in foreclosed and repossessed assets. The non-performing loan activity for the year included $77.5 million in additional non-performing loans, $17.4 million in loan charge offs, $3.4 million in loans that were reclassified to performing, $10.3 million in loans that were transferred into real estate owned, and $1.9 million in principal payments were received on non-performing loans.

The following table sets forth the amounts and categories of non-performing assets in the Company’s portfolio:

	December 31,
(Dollars in thousands)	2008			2007			2006			2005			2004
Non-accruing loans:
Real estate:
One-to-four family	$	7,251			1,196			1,364			626			1,864
Commercial real estate		46,953			15,641			5,296			948			1,114
Consumer		5,298			1,094			1,254			496			472
Commercial business		4,671			1,723			394			259			261
Total		64,173			19,654			8,308			2,329			3,711
Accruing loans delinquent 90 days or more:
One-to-four family		0			0			0			0			628
Other assets		25			34			44			178			201
Foreclosed and repossessed assets:
Real estate:
One-to-four family		258			901			1,422			565			141
Commercial real estate		10,300			1,313			650			750			0
Consumer		0			33			0			61			201
Total		10,558			2,247			2,072			1,376			342
Total non-performing assets	$	74,756		$	21,935		$	10,424		$	3,883		$	4,882
Total as a percentage of total assets		6.53	%		1.96	%		1.07	%		0.39	%		0.51	%
Total non-performing loans	$	64,173		$	19,654		$	8,308		$	2,329		$	4,339
Total as a percentage of total loans receivable, net		7.12	%		2.27	%		1.08	%		0.30	%		0.55	%
Allowance for loan losses to non-performing loans		33.12	%		63.28	%		118.84	%		376.88	%		207.30	%

17

MANAGEMENT DISCUSSION AND ANALYSIS

The increase in non-performing loans related primarily to a $31.3 million increase in non-accruing commercial real estate loans. The following table summarizes the number and property types of commercial real estate loans that were non-performing at December 31, 2008 and December 31, 2007.

(Dollars in thousands)

			Principal Amount				Principal Amount
			of Loan at				of Loan at
	# of		December 31,		# of		December 31,
Property Type	Relationships		2008		Relationships		2007
Residential developments		6	$	17,681		5	$	11,496
Single family homes		4		898		1		300
Condominiums		1		5,440		1		2,546
Shopping centers		2		1,237		1		963
Commercial buildings		1		169		5		335
Hotel		1		4,999		0		0
Alternative fuel plants		2		12,492		0		0
Elderly care facilities		3		4,037		0		0
		20	$	46,953		13	$	15,640

For 2008, 2007 and 2006, gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms amounted to $5.5 million, $1.8 million and $0.8 million, respectively. The amounts that were included in interest income on a cash basis for these loans were $1.9 million, $1.0 million and $0.6 million, respectively.

In addition to the non-performing assets set forth in the table above of all non-performing assets, as of December 31, 2008, there were four other potential problem loans and five loans for which the interest rates were modified in a troubled debt restructuring in 2008. Potential problem loans are loans that are not in nonperforming status; however, there are circumstances present to create doubt as to the ability of the borrower to comply with present repayment terms. The decision of management to include performing loans in potential problem loans does not necessarily mean that the Company expects losses to occur but that management recognized a higher degree of risk associated with these loans. The level of potential problem loans is another predominant factor in determining the relative level of the allowance for loan losses. The loans that have been reported as potential problem loans at December 31, 2008 are single family mortgage and equity loans totaling $2.0 million. There was one potential problem loan related to a residential development totaling $9.1 million at December 31, 2007. The loans that were modified in 2008 totaled $8.2 million and related to residential development and builder construction loans. These loans were not classified as non-performing as it is anticipated that the borrowers will be able to make all of the required principal and interest payments under the modified terms of the loan.

Liquidity and Capital Resources

The Company manages its liquidity position to ensure that the funding needs of borrowers and depositors are met timely and in the most cost effective manner. Asset liquidity is the ability to convert assets to cash through the maturity or sale of the asset. Liability liquidity is the ability of the Bank to attract retail or brokered deposits or to borrow funds from third parties such as the Federal Home Loan Bank (FHLB) or the Federal Reserve.

The primary investing activities are the origination of loans and the purchase of securities. Principal and interest payments on loans and securities along with the proceeds from the sale of loans held for sale are the primary sources of cash for the Company. Additional cash can be obtained by selling securities from the available for sale portfolio or by selling loans or mortgage servicing rights. Unpledged securities could also be pledged and used as collateral for additional borrowings with the FHLB or Federal Reserve to generate additional cash.

The primary financing activity is the attraction of retail and brokered deposits. The Bank has the ability to borrow additional funds from the FHLB by pledging additional securities or loans. Refer to Note 11 of the Notes to Consolidated Financial Statements for more information on additional advances that could be drawn based upon existing collateral levels with the FHLB and the Federal Reserve. Information on outstanding advance maturities and related early call features is also included in Note 11. In 2008, the United States Treasury also invested $26.0 million in preferred stock and a related warrant.

The Company’s most liquid assets are cash and cash equivalents, which consist of short-term highly liquid investments with original maturities of less than three months that are readily convertible to known amounts of

18

cash and interest-bearing deposits. The level of these assets is dependent on the operating, financing and investing activities during any given period.

Cash and cash equivalents at December 31, 2008 were $15.7 million, a decrease of $8.0 million, compared to $23.7 million at December 31, 2007. Net cash provided by operating activities during 2008 was $18.4 million. The Company conducted the following major investing activities during 2008: principal payments and maturity proceeds received on securities available for sale and FHLB stock were $123.3 million, purchases of securities available for sale and FHLB stock were $121.6 million, proceeds from sales of securities available for sale were $10.4 million and loans receivable increased $78.7 million. The Company spent $3.8 million for the purchase of land, equipment and updating its premises. Net cash used by investing activities during 2008 was $70.2 million. The Company conducted the following major financing activities during 2008: purchased treasury stock of $0.7 million, paid $2.7 million in dividends to HMN stockholders, received proceeds from advances totaling $631.3 million, repaid advances totaling $601.3 million, sold preferred stock to the U.S. Treasury totaling $26.0 million and deposits decreased $8.5 million. Net cash provided by financing activities was $43.8 million.

The Company has certificates of deposit with outstanding balances of $387.1 million that mature during 2009, of which $208.7 million were obtained from brokers. Based upon past experience, management anticipates that the majority of the deposits will renew for another term. The Company believes that deposits that do not renew will be replaced with deposits from a combination of other customers or brokers. FHLB advances, Federal Reserve borrowings, or proceeds from the sale of securities could also be used to replace unanticipated outflows of deposits.

The Company is participating in both parts of the Federal Deposit Insurance Corporation’s (FDIC’s) Liquidity Guarantee Program. The first part of the program called the Transaction Account Guarantee Program provides unlimited FDIC insurance coverage on non-interest bearing deposit accounts. The second part of the program called the Debt Guarantee Program allows the Company to issue debt securities that are fully guaranteed by the FDIC. The Company had no FDIC guaranteed debt outstanding at December 31, 2008. The amount of FDIC guaranteed debt that could be issued by the Company was approximately $20.9 million at December 31, 2008. The proceeds of any FDIC guaranteed debt issuance could also be used to replace any unanticipated deposit outflows.

The Company has deposits of $78.4 million in checking and money market accounts with customers that have relationship balances greater than $5.0 million. These funds may be withdrawn at any time, and management anticipates that $26.0 million of these deposits will be withdrawn from the Bank over the next twelve months. These withdrawals will be funded primarily with additional FHLB or FRB advances and proceeds from maturing investments. Management anticipates that the majority of the remaining large checking and money market deposits will remain on deposit with the Bank. If these deposits are withdrawn, it is anticipated that they will be replaced with FHLB advances or deposits from other customers or brokers.

The Company has no FHLB advances that mature in 2009 and it has $87.5 million of FHLB advances with maturities beyond 2009 that have call features that may be exercised by the FHLB during 2009. If the call features are exercised, the Company has the option of requesting any advance otherwise available to it pursuant to the credit policy of the FHLB.

The credit policy of the FHLB may change such that the current collateral pledged to secure the advances is no longer acceptable or the formulas for determining the excess pledged collateral may change. If this were to happen, the Bank may not have additional collateral to pledge to secure the existing advances which could cause the FHLB advances to become a liquidity problem during 2009.

The Company anticipates that its liquidity requirements for 2009 will be similar to the cash flows it experienced in 2008 except that the preferred stock investment by the Treasury is not anticipated to be repeated in 2009. In addition, no treasury stock purchases are anticipated to be made and no dividends are expected to be paid in order to preserve capital due to the uncertain economic environment. The Company also anticipates that expenditures for core system software and hardware will decrease by $2.0 million in 2009.

As of December 31, 2008, there were 300,000 shares authorized for repurchase under the existing stock repurchase program that is set to expire on January 26, 2010. No treasury stock purchases are anticipated in 2009 due to restrictions on stock repurchases by the United States Treasury in connection with its preferred stock investment in the Company.

Contractual Obligations and Commercial Commitments

The Company has certain obligations and commitments to make future payments under existing contracts. At December 31, 2008, the aggregate contractual obligations (excluding bank deposits) and commercial commitments were as follows:

19

MANAGEMENT DISCUSSION AND ANALYSIS

	Payments Due by Period
			Less than 1
(Dollars in thousands)	Total		Year		1-3 Years		4-5 Years		After 5 Years
Contractual Obligations:
Total borrowings	$	142,500		10,000		62,500		70,000		0
Annual rental commitments under non-cancelable operating leases		2,191		877		1,269		45		0
	$	144,691		10,877		63,769		70,045		0

	Amount of Commitments - Expiring by Period
Other Commercial Commitments:
Commercial lines of credit	$	39,209	28,633	5,574	2,602	2,400
Commitments to lend		65,326	28,509	12,800	9,423	14,594
Standby letters of credit		5,933	5,543	390	0	0
	$	110,468	62,685	18,764	12,025	16,994

Regulatory Capital Requirements

As a result of the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), banking and thrift regulators are required to take prompt regulatory action against institutions which are undercapitalized. FDICIA requires banking and thrift regulators to categorize institutions as “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized”, or “critically undercapitalized”. A savings institution will be deemed to be well capitalized if it: (i) has a total risk-based capital ratio of 10% or greater, (ii) has a Tier 1 (core) risk-based capital ratio of 6% or greater, (iii) has a leverage ratio of 5% or greater, and (iv) is not subject to any order or written directive by the Office of Thrift Supervision (OTS) to meet and maintain a specific capital level for any capital measure. Management believes that, as of December 31, 2008, the Bank met all of the capital requirements to which it was subject and is well capitalized based on the regulatory definition described above. Refer to Note 17 of the Notes to Consolidated Financial Statements for a table which reflects the Bank’s capital compared to its capital requirements.

Dividends

The declaration of dividends is subject to, among other things, the Company’s financial condition and results of operations, the Bank’s compliance with its regulatory capital requirements, tax considerations, industry standards, economic conditions, regulatory restrictions, general business practices and other factors. Refer to Note 16 of the Notes to Consolidated Financial Statements for information on regulatory limitations on dividends from the Bank to the Company and additional information on dividends. The payment of dividends is dependent upon the Company having adequate cash or other assets that can be converted to cash to pay dividends to its stockholders. The Company suspended the dividend payments to common stockholders in the fourth quarter of 2008 due to the net operating loss experienced and the challenging economic environment. It is not anticipated that dividends will be paid in 2009 because of our desire to preserve capital due to the uncertain economic environment. The Company also does not anticipate the repurchase of common stock in 2009 because of the stock repurchase restrictions imposed by its participation in the Capital Purchase Program. The Company anticipates making quarterly preferred dividend payments of $325,000 on the preferred stock issued to the Treasury for the first five years the preferred stock is outstanding and $585,000 each quarter after that if the shares are not redeemed.

Impact of Inflation and Changing Prices

The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies, nearly all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51. This Statement amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity and is reported as equity in the consolidated financial statements. This

20

Statement applies to all for-profit entities that prepare consolidated financial statements, but affects only those entities that have an outstanding noncontrolling interest in subsidiaries or that deconsolidate a subsidiary. Since the Company has no noncontrolling interests in subsidiaries, the impact of adopting SFAS No. 160 on January 1, 2009 was not material to the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This Statement replaces SFAS No. 141, Business Combinations and retains the fundamental requirements in SFAS No. 141 that the purchase method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. This Statement establishes principles and requirements for how the acquirer recognizes and measures the assets acquired (including goodwill), the liabilities assumed, and any controlling interest in the acquiree. It also determines what information is to be disclosed to enable users of the financial statement to evaluate the nature and financial effect of the business combination. The impact of adopting SFAS No. 141 (revised 2007) on January 1, 2009 was not material to the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133. This Statement applies to all entities and requires enhanced disclosures about an entity’s derivative and hedging activities including how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under Statement 133, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The impact of adopting SFAS No. 161 on January 1, 2009 was not material to the Company’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statement of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This Statement was effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles and did not have any impact on the Company’s consolidated financial statements.

Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest rate risk inherent in its investing, lending and deposit taking activities. Management actively monitors and manages its interest rate risk exposure.

The Company’s profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact the Company’s earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. The Company monitors the projected changes in net interest income that occur if interest rates were to suddenly change up or down. The Rate Shock Table located in the Asset/Liability Management section of this Management’s Discussion and Analysis discloses the Company’s projected changes in net interest income based upon immediate interest rate changes called rate shocks.

The Company utilizes a model that uses the discounted cash flows from its interest-earning assets and its interest-bearing liabilities to calculate the current market value of those assets and liabilities. The model also calculates the changes in market value of the interest-earning assets and interest-bearing liabilities under different interest rate changes.

The following table discloses the projected changes in market value to the Company’s interest-earning assets and interest-bearing liabilities based upon incremental 100 basis point changes in interest rates from interest rates in effect on December 31, 2008.

(Dollars in thousands)	Market Value
Basis point change in interest rates	-100			0			+100			+200
Total market risk sensitive assets	$	1,151,348			1,136,959			1,118,088			1,100,806
Total market risk sensitive liabilities		1,048,167			1,033,076			1,019,755			1,007,359
Off-balance sheet financial instruments		58			0			175			340
Net market risk	$	103,123			103,883			98,158			93,107
Percentage change from current market value		(0.73	)%		0.00	%		(5.51	)%		(10.37	)%

21

MANAGEMENT DISCUSSION AND ANALYSIS

The preceding table was prepared utilizing the following assumptions (the Model Assumptions) regarding prepayment and decay ratios that were determined by management based upon their review of historical prepayment speeds and future prepayment projections. Fixed rate loans were assumed to prepay at annual rates of between 7% and 76%, depending on the note rate and the period to maturity. Adjustable rate mortgages (ARMs) were assumed to prepay at annual rates of between 11% and 33%, depending on the note rate and the period to maturity. Growing Equity Mortgage (GEM) loans were assumed to prepay at annual rates of between 6% and 50% depending on the note rate and the period to maturity. Mortgage-backed securities and Collateralized Mortgage Obligations (CMOs) were projected to have prepayments based upon the underlying collateral securing the instrument and the related cash flow priority of the CMO tranche owned. Certificate accounts were assumed not to be withdrawn until maturity. Passbook and money market accounts were assumed to decay at annual rates of 31% and 35%, respectively. Non-interest checking and NOW accounts were assumed to decay at annual rates of 33% and 29%, respectively. Commercial NOW and MMDA accounts were assumed to decay at annual rates of 35% and 29%, respectively. FHLB advances were projected to be called at the first call date where the projected interest rate on similar remaining term advances exceeded the interest rate on the callable advance. Refer to Note 11 of the Notes to Consolidated Financial Statements for more information on call provisions of the FHLB advances.

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. The model assumes that the difference between the current interest rate being earned or paid compared to a treasury instrument or other interest index with a similar term to maturity (the Interest Spread) will remain constant over the interest changes disclosed in the table. Changes in Interest Spread could impact projected market value changes. Certain assets, such as ARMs, have features that restrict changes in interest rates on a short-term basis and over the life of the assets. The market value of the interest-bearing assets that are approaching their lifetime interest rate caps or floors could be different from the values calculated in the table. Certain liabilities, such as certificates of deposit, have fixed rates that restrict interest rate changes until maturity. In the event of a change in interest rates, prepayment and early withdrawal levels may deviate significantly from those assumed in calculating the foregoing table. The ability of many borrowers to service their debt may decrease in the event of a substantial sustained increase in interest rates.

Asset/Liability Management

The Company’s management reviews the impact that changing interest rates will have on the net interest income projected for the twelve months following December 31, 2008 to determine if its current level of interest rate risk is acceptable. The following table projects the estimated impact of immediate interest rate changes called rate shocks on net interest income during the 12 month period ending December 31, 2009:

Rate Shock Table
(Dollars in thousands)
	Rate Shock		Net Interest			Percent
	in Basis Points		Change			Change
		+200	$	1,138			3.08	%
		+100		412			1.11
		0		0			0.00
		-100		(1,951	)		(5.28	)

The preceding table was prepared utilizing the Model Assumptions. Certain shortcomings are inherent in the method of analysis presented in the foregoing table. In the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the foregoing table. The ability of many borrowers to service their debt may decrease in the event of a substantial increase in interest rates and could impact net interest income. The increase in interest income in a rising rate environment is because there are more adjustable rate loans that would reprice to higher interest rates in the next twelve months than there are certificates of deposit that would reprice.

In an attempt to manage its exposure to changes in interest rates, management closely monitors interest rate risk. The Company has an Asset/Liability Committee that meets frequently to discuss changes made to the interest rate risk position and projected profitability. The Committee makes adjustments to the asset-liability position of the Bank that are reviewed by the Board of Directors of the Bank. This Committee also reviews the Bank’s portfolio, formulates investment strategies and oversees the timing and implementation of transactions to assure attainment of the Bank’s objectives in the most effective manner. In addition, the Board reviews on a quarterly basis the Bank’s asset/liability position, including simulations of the effect on the Bank’s capital of various interest rate scenarios.

In managing its asset/liability mix, the Bank may, at times, depending on the relationship between long and short-term interest rates, market conditions and consumer preference, place more emphasis on managing net interest

22

margin than on better matching the interest rate sensitivity of its assets and liabilities in an effort to enhance net interest income. Management believes that the increased net interest income resulting from a mismatch in the maturity of its asset and liability portfolios can, in certain situations, provide high enough returns to justify the increased exposure to sudden and unexpected changes in interest rates.

To the extent consistent with its interest rate spread objectives, the Bank attempts to manage its interest rate risk and has taken a number of steps to restructure its balance sheet in order to better match the maturities of its assets and liabilities. In the past, the Bank has primarily focused its fixed rate one-to-four family residential lending program on loans that are saleable to third parties and generally placed only those fixed rate loans that met certain risk characteristics into its loan portfolio. In 2008, more fixed rate loans were placed into the single family loan portfolio. The Bank’s commercial loan production continued to be primarily in adjustable rate loans; however, more of these loans were structured to reprice every one, two, or three years. In addition, the duration of the Bank’s certificates of deposits that were issued in 2008 were lengthened in order to manage the Company’s interest rate risk exposure.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than commitments to originate and sell loans in the ordinary course of business which are more fully discussed in Note 18 of the Notes to Consolidated Financial Statements.

23

CONSOLIDATED BALANCE SHEETS

December 31 (Dollars in thousands)	2008			2007
ASSETS
Cash and cash equivalents	$	15,729			23,718
Securities available for sale:
Mortgage-backed and related securities (amortized cost $76,166 and $18,786)		77,327			18,468
Other marketable securities (amortized cost $95,445 and $165,430)		97,818			167,720
		175,145			186,188
Loans held for sale		2,548			3,261
Loans receivable, net		900,889			865,088
Accrued interest receivable		5,568			6,893
Real estate, net		10,558			2,214
Federal Home Loan Bank stock, at cost		7,286			6,198
Mortgage servicing rights, net		728			1,270
Premises and equipment, net		13,972			12,024
Goodwill		0			3,801
Prepaid expenses and other assets		4,408			1,680
Deferred tax assets, net		8,649			4,719
Total assets	$	1,145,480			1,117,054
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits	$	880,505			888,118
Federal Home Loan Bank advances and Federal Reserve borrowings		142,500			112,500
Accrued interest payable		6,307			9,515
Customer escrows		639			866
Accrued expenses and other liabilities		3,316			7,927
Total liabilities		1,033,267			1,018,926
Commitments and contingencies
Stockholders’ equity:
Serial preferred stock: ($.01 par value/$1,000 liquidation preference) Authorized 500,000 shares; issued shares 26,000		23,384			0
Common stock ($.01 par value):
Authorized 11,000,000; issued shares 9,128,662		91			91
Additional paid-in capital		60,687			58,049
Retained earnings, subject to certain restrictions		98,067			110,943
Accumulated other comprehensive income		2,091			1,167
Unearned employee stock ownership plan shares		(3,771	)		(3,965	)
Treasury stock, at cost 4,961,032 and 4,953,045 shares		(68,336	)		(68,157	)
Total stockholders’ equity		112,213			98,128
Total liabilities and stockholders’ equity	$	1,145,480			1,117,054

See accompanying notes to consolidated financial statements.

24

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31 (Dollars in thousands)	2008			2007		2006
Interest income:
Loans receivable	$	58,671			66,115		60,181
Securities available for sale:
Mortgage-backed and related		1,615			727		271
Other marketable		5,775			9,153		5,195
Cash equivalents		198			1,187		1,555
Other		253			341		325
Total interest income		66,512			77,523		67,527
Interest expense:
Deposits		27,157			33,403		22,046
Federal Home Loan Bank advances and Federal Reserve borrowings		5,639			5,420		6,795
Total interest expense		32,796			38,823		28,841
Net interest income		33,716			38,700		38,686
Provision for loan losses		26,696			3,898		8,878
Net interest income after provision for loan losses		7,020			34,802		29,808
Non-interest income:
Fees and service charges		3,933			3,139		3,111
Loan servicing fees		955			1,054		1,172
Securities gains, net		479			0		48
Gain on sales of loans		651			1,514		1,255
Other		936			1,887		856
Total non-interest income		6,954			7,594		6,442
Non-interest expense:
Compensation and benefits		12,464			12,491		11,869
Occupancy		4,521			4,467		4,435
Advertising		422			542		475
Data processing		1,395			1,267		1,183
Amortization of mortgage servicing rights, net		570			706		848
Goodwill impairment charge		3,801			0		0
Other		5,912			4,349		3,786
Total noninterest expense		29,085			23,822		22,596
Income (loss) before income tax expense (benefit)		(15,111	)		18,574		13,654
Income tax expense (benefit)		(4,984	)		7,300		5,226
Net income (loss)	$	(10,127	)		11,274		8,428
Preferred stock dividends and discount		(37	)		0		0
Net income (loss) available to common stockholders	$	(10,164	)		11,274		8,428
Basic earnings (loss) per common share	$	(2.78	)		3.02		2.20
Diluted earnings (loss) per common share	$	(2.78	)		2.89		2.10

See accompanying notes to consolidated financial statements.

25

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME

											Accumulated			Unearned
											Other			Employee			Unearned
					Additional						Comprehensive			Stock			Compensation						Total
	Preferred		Common		Paid-in			Retained			Income			Ownership			Restricted			Treasury			Stockholders’
(Dollars in thousands)	Stock		Stock		Capital			Earnings			(Loss)			Plan			Stock			Stock			Equity
Balance, December 31, 2005	$	0		91		58,011			98,952			(918	)		(4,351	)		(182	)		(60,875	)		90,728
Net income									8,428															8,428
Other comprehensive income, net of tax:
Net unrealized gains on securities available for sale												634												634
Total comprehensive income																								9,062
Treasury stock purchases																					(3,960	)		(3,960	)
Employee stock options exercised						(268	)														434			166
Tax benefits of exercised stock options						56																		56
Unearned compensation restricted stock awards						(337	)														337			0
Stock compensation expense						64																		64
Reclassification for FAS 123R adoption						(182	)											182						0
Amortization of restricted stock awards						190																		190
Earned employee stock ownership plan shares						380									193									573
Dividends paid									(3,737	)														(3,737	)
Balance, December 31, 2006	$	0		91		57,914			103,643			(284	)		(4,158	)		0			(64,064	)		93,142
Net income									11,274															11,274
Other comprehensive income, net of tax:
Net unrealized gains on securities available for sale												1,451												1,451
Total comprehensive income																								12,725
Treasury stock purchases																					(4,913	)		(4,913	)
FIN 48 — cumulative effect adjustment									(250	)														(250	)
Employee stock options exercised						(246	)														385			139
Tax benefits of exercised stock options						99																		99
Unearned compensation restricted stock awards						(469	)														469			0
Restricted stock awards forfeited						34															(34	)		0
Stock compensation expense						44																		44
Amortization of restricted stock awards						334																		334
Earned employee stock ownership plan shares						339									193									532
Dividends paid									(3,724	)														(3,724	)
Balance, December 31, 2007	$	0		91		58,049			110,943			1,167			(3,965	)		0			(68,157	)		98,128
Net loss									(10,127	)														(10,127	)
Other comprehensive loss, net of tax:
Net unrealized gains on securities available for sale												924												924
Total comprehensive loss																								(9,203	)
Preferred stock and warrant issued		23,384				2,616																		26,000
Treasury stock purchases																					(723	)		(723	)
Unearned compensation restricted stock awards						(550	)														550			0
Restricted stock awards forfeited						6															(6	)		0
Stock compensation expense						33																		33
Amortization of restricted stock awards						415																		415
Earned employee stock ownership plan shares						118									194									312
Dividends paid									(2,749	)														(2,749	)
Balance, December 31, 2008	$	23,384		91		60,687			98,067			2,091			(3,771	)		0			(68,336	)		112,213

See accompanying notes to consolidated financial statements.

26

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31 (Dollars in thousands)	2008			2007			2006
Cash flows from operating activities:
Net income (loss)	$	(10,127	)		11,274			8,428
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Provision for loan losses		26,696			3,898			8,878
Depreciation		1,796			1,903			1,919
Amortization of premiums (discounts), net		672			(2,558	)		(1,658	)
Amortization of deferred loan fees		(808	)		(1,182	)		(1,587	)
Amortization of core deposit intangible		0			106			114
Amortization of mortgage servicing rights		570			706			848
Capitalized mortgage servicing rights		(27	)		(18	)		(152	)
Deferred income tax benefit		(4,568	)		(2,622	)		(750	)
Securities gains, net		(479	)		0			(48	)
Loss (gain) on sales of real estate		(187	)		(682	)		25
Gain on sales of loans		(651	)		(1,514	)		(1,255	)
Proceeds from sales of real estate		6,563			7,021			357
Proceeds from sales of loans held for sale		60,566			70,407			71,982
Origination of loans held for sale		(56,925	)		(56,697	)		(66,819	)
Amortization of restricted stock awards		415			334			191
Amortization of unearned ESOP shares		194			193			193
Earned ESOP shares priced above original cost		118			339			380
Stock option compensation expense		33			44			64
Decrease (increase) in accrued interest receivable		1,326			(1,832	)		(601	)
Increase (decrease) in accrued interest payable		(3,207	)		8,339			(910	)
Goodwill impairment charge		3,801			0			0
Decrease (increase) in other assets		(2,761	)		834			(979	)
Increase (decrease) in other liabilities		(4,618	)		2,034			948
Other, net		33			12			136
Net cash provided by operating activities		18,425			40,339			19,704
Cash flows from investing activities:
Proceeds from sales of securities available for sale		10,442			0			2,988
Principal collected on securities available for sale		7,246			2,437			752
Proceeds collected on maturity of securities available for sale		110,000			165,000			150,500
Purchases of securities available for sale		(114,405	)		(223,146	)		(157,528	)
Purchase of Federal Home Loan Bank stock		(7,180	)		(2,095	)		(902	)
Redemption of Federal Home Loan Bank stock		6,092			3,854			1,311
Net (increase) decrease in loans receivable		(78,654	)		(120,063	)		4,853
Purchases of premises and equipment		(3,772	)		(2,552	)		(1,370	)
Net cash (used) provided by investing activities		(70,231	)		(176,565	)		604
Cash flows from financing activities:
Increase (decrease) in deposits		(8,484	)		162,822			(6,008	)
Purchase of treasury stock		(723	)		(4,913	)		(3,960	)
Stock options exercised		0			139			166
Excess tax benefit from options exercised		0			99			56
Dividends paid to stockholders		(2,749	)		(3,724	)		(3,737	)
Preferred stock and warrant issued		26,000			0			0
Proceeds from borrowings		631,300			160,000			34,500
Repayment of borrowings		(601,300	)		(198,400	)		(44,500	)
Increase (decrease) in customer escrows		(227	)		145			(318	)
Net cash provided (used) by financing activities		43,817			116,168			(23,801	)
Decrease in cash and cash equivalents		(7,989	)		(20,058	)		(3,493	)
Cash and cash equivalents, beginning of year		23,718			43,776			47,269
Cash and cash equivalents, end of year	$	15,729			23,718			43,776
Supplemental cash flow disclosures:
Cash paid for interest	$	36,003			30,484			29,750
Cash paid for income taxes		5,247			8,696			6,972
Supplemental noncash flow disclosures:
Loans transferred to loans held for sale		14,727			13,991			3,968
Transfer of loans to real estate		2,238			6,499			1,325

See accompanying notes to consolidated financial statements.

27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008, 2007 and 2006

Note 1 Description of the Business and Summary of Significant Accounting Policies

HMN Financial, Inc. (HMN or the Company) is a stock savings bank holding company that owns 100 percent of Home Federal Savings Bank (the Bank). The Bank has a community banking philosophy and operates retail banking and loan production facilities in Minnesota and Iowa. The Bank has one wholly owned subsidiary, Osterud Insurance Agency, Inc. (OIA), which offers financial planning products and services. HMN has another wholly owned subsidiary, Security Finance Corporation (SFC), which acts as an intermediary for the Bank in completing certain real estate transactions.

The consolidated financial statements included herein are for HMN, SFC, the Bank and OIA. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates  In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates.

Estimates that are particularly susceptible to change relate to the determination of the allowance for loan losses and the valuation of mortgage servicing rights.

Management believes that the allowance for loan losses is adequate to cover probable losses inherent in the portfolio at the date of the balance sheet. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions and other factors. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses. Such agencies may require additions to the allowance based on their judgment about information available to them at the time of their examination.

Mortgage servicing rights are stratified by loan type and note rate and are valued quarterly by a third party using prepayment and default rate assumptions. While management believes that the assumptions used and the values determined are reasonable, future adjustments may be necessary if economic conditions differ substantially from the economic conditions in the assumptions used to determine the value of the mortgage servicing rights.

Cash and Cash Equivalents  The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents.

Securities  Securities are accounted for according to their purpose and holding period. The Company classifies its debt and equity securities in one of three categories:

Trading Securities  Securities held principally for resale in the near term are classified as trading securities and are recorded at their fair values. Unrealized gains and losses on trading securities are included in other income.

Securities Held to Maturity  Securities that the Company has the positive intent and ability to hold to maturity are reported at cost and adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity. Unrealized losses on securities held to maturity reflecting a decline in value judged to be other than temporary are charged to income and a new cost basis is established.

Securities Available for Sale  Securities available for sale consist of securities not classified as trading securities or as securities held to maturity. They include securities that management intends to use as part of its asset/liability strategy or that may be sold in response to changes in interest rate, changes in prepayment risk, or similar factors. Unrealized gains and losses, net of income taxes, are reported as a separate component of stockholders’ equity until realized. Gains and losses on the sale of securities available for sale are determined using the specific identification method and recognized on the trade date. Premiums and discounts are recognized in interest income using the interest method over the period to maturity. Unrealized losses on securities available for sale reflecting a decline in value judged to be other than temporary are charged to income and a new cost basis is established.

Loans Held for Sale  Mortgage loans originated or purchased which are intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. Net fees and costs associated with acquiring or originating loans held for sale are deferred and included in the basis of the loan in determining the gain or loss on the sale of the loans. Gains are recognized on the settlement date. Net unrealized losses are recognized through a valuation allowance by charges to income.

Loans Receivable, net  Loans receivable, net are carried at amortized cost. Loan origination fees received, net of certain loan origination costs, are deferred as an adjustment to the carrying value of the related loans, and are amortized into income using the interest method over the estimated life of the loans.

Premiums and discounts on purchased loans are amortized into interest income using the interest method

28

over the period to contractual maturity, adjusted for estimated prepayments.

The allowance for loan losses is maintained at an amount considered adequate by management to provide for probable losses inherent in the loan portfolio as of the balance sheet dates. The allowance for loan losses is based on a quarterly analysis of the loan portfolio. In this analysis, management considers factors including, but not limited to, specific occurrences which include loan impairment, changes in the size of the portfolios, general economic conditions, demand for single family homes and building lots, loan portfolio composition and historical experience. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties or other collateral securing delinquent loans. The allowance for loan losses is established for known problem loans, as well as for loans which are not currently known to require specific allowances. Loans are charged off to the extent they are deemed to be uncollectible. The adequacy of the allowance for loan losses is dependent upon management’s estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status, and the amounts and timing of future cash flows expected to be received on impaired loans. Such estimates, appraisals, evaluations and cash flows may be subject to frequent adjustments due to changing economic prospects of borrowers or properties. The estimates are reviewed periodically and adjustments, if any, are recorded in the provision for loan losses in the periods in which the adjustments become known.

Interest income is recognized on an accrual basis except when collectibility is in doubt. When loans are placed on a non-accrual basis, generally when the loan is 90 days past due, previously accrued but unpaid interest is reversed from income. Interest is subsequently recognized as income to the extent cash is received when, in management’s judgment, principal is collectible.

All impaired loans are valued at the present value of expected future cash flows discounted at the loan’s initial effective interest rate. The fair value of the collateral of an impaired collateral-dependent loan or an observable market price, if one exists, may be used as an alternative to discounting. If the value of the impaired loan is less than the recorded investment in the loan, impairment will be recognized through the allowance for loan losses. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans include all loans which are on non-accrual, delinquent as to principal and interest for 90 days or greater or restructured in a troubled debt restructuring involving a modification of terms. All non-accruing loans are reviewed for impairment on an individual basis.

Mortgage Servicing Rights  Mortgage servicing rights are capitalized at fair value and amortized in proportion to, and over the period of, estimated net servicing income. The Company evaluates its capitalized mortgage servicing rights for impairment each quarter. Loan type and note rate are the predominant risk characteristics of the underlying loans used to stratify capitalized mortgage servicing rights for purposes of measuring impairment. Any impairment is recognized through a valuation allowance.

Real Estate, net  Real estate acquired through loan foreclosure is initially recorded at the lower of the related loan balance, less any specific allowance for loss, or fair value less estimated selling costs. Valuations are reviewed quarterly by management and an allowance for losses is established if the carrying value of a property exceeds its fair value less estimated selling costs.

Premises and Equipment  Land is carried at cost. Office buildings, improvements, furniture and equipment are carried at cost less accumulated depreciation.

Depreciation is computed on a straight-line basis over estimated useful lives of 5 to 40 years for office buildings and improvements and 3 to 10 years for furniture and equipment.

Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of  The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Investment in Limited Partnerships  The Company has investments in limited partnerships that invested in low to moderate income housing projects that generated tax credits for the Company. The Company accounts for the earnings or losses from the limited partnerships on the equity method.

Intangible Assets  Goodwill resulting from acquisitions is not amortized but is tested for impairment annually in accordance with the requirements of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets.  Deposit base intangibles are amortized on an accelerated basis as the deposits run off. The Company reviews the recoverability of the carrying value of these assets annually or whenever an event occurs indicating that they may be impaired. During 2008, HMN’s stock traded at a substantial discount to book value. Therefore, an analysis was performed and it was determined that the carrying value

29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of goodwill was impaired and the entire goodwill amount of $3.8 million was charged off.

Stock Based Compensation  On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment  (FAS 123R), which requires companies to recognize as compensation expense the grant-date fair value of stock awards issued.

Income Taxes  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings per Share  Basic earnings per share (EPS) excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity.

Comprehensive Income  Comprehensive income is defined as the change in equity during a period from transactions and other events from nonowner sources. Comprehensive income is the total of net income and other comprehensive income, which for the Company is comprised of unrealized gains and losses on securities available for sale.

Segment Information  The amount of each segment item reported is the measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segment and assessing its performance. Adjustments and eliminations made in preparing an enterprise’s general-purpose financial statements and allocations of revenues, expenses and gains or losses are included in determining reported segment profit or loss if they are included in the measure of the segment’s profit or loss that is used by the chief operating decision maker. Similarly, only those assets that are included in the measure of the segment’s assets that are used by the chief operating decision maker are reported for that segment.

New Accounting Pronouncements  In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51.  This Statement amends ARB No. 51  to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity and is reported as equity in the consolidated financial statements. This Statement applies to all for-profit entities that prepare consolidated financial statements, but affects only those entities that have an outstanding noncontrolling interest in subsidiaries or that deconsolidate a subsidiary. Since the Company has no noncontrolling interests in subsidiaries, the impact of adopting SFAS No. 160 on January 1, 2009 was not material to the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations.  This Statement replaces SFAS No. 141, Business Combinations  and retains the fundamental requirements in SFAS No. 141 that the purchase method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. This Statement establishes principles and requirements for how the acquirer recognizes and measures the assets acquired (including goodwill), the liabilities assumed, and any controlling interest in the acquiree. It also determines what information is to be disclosed to enable users of the financial statement to evaluate the nature and financial effect of the business combination. The impact of adopting SFAS No. 141 (revised 2007) on January 1, 2009 was not material to the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133.  This Statement applies to all entities and requires enhanced disclosures about an entity’s derivative and hedging activities including how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under Statement 133, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The impact of adopting SFAS No. 161 on January 1, 2009 was not material to the Company’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statement of

30

nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This Statement was effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles  and did not have any impact on the Company’s consolidated financial statements.

Derivative Financial Instruments  The Company uses derivative financial instruments in order to manage the interest rate risk on residential loans held for sale and its commitments to extend credit for residential loans. The Company may also from time to time use interest rate swaps to manage interest rate risk. Derivative financial instruments include commitments to extend credit and forward mortgage loan sales commitments.

Reclassifications  Certain amounts in the consolidated financial statements for prior years have been reclassified to conform with the current year presentation.

NOTE 2 Other Comprehensive Income

The components of other comprehensive income and the related tax effects were as follows:

	For the years ended December 31,
	2008						2007						2006
(Dollars in thousands)	Before		Tax		Net		Before		Tax		Net		Before		Tax		Net
Securities available for sale:	Tax		Effect		of Tax		Tax		Effect		of Tax		Tax		Effect		of Tax
Gross unrealized gains arising during the period	$	2,040		806		1,234		2,443		992		1,451		1,098		433		665
Less reclassification of net gains included in net income		479		169		310		0		0		0		48		17		31
Net unrealized gains arising during the period		1,561		637		924		2,443		992		1,451		1,050		416		634
Other comprehensive income	$	1,561		637		924		2,443		992		1,451		1,050		416		634

NOTE 3 Securities Available for Sale

A summary of securities available for sale at December 31, 2008 and 2007 is as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
(Dollars in thousands)	Cost		Gains		Losses			Value
December 31, 2008:
Mortgage-backed securities:
FHLMC	$	36,144		694		(21	)		36,817
FNMA		27,225		695		0			27,920
GNMA		5		0		0			5
Collateralized mortgage obligations:
FHLMC		10,149		181		(319	)		10,011
FNMA		2,643		6		(75	)		2,574
		76,166		1,576		(415	)		77,327
Other marketable securities:
U.S. Government agency obligations		94,745		2,723		0			97,468
Corporate preferred stock		700		0		(350	)		350
		95,445		2,723		(350	)		97,818
	$	171,611		4,299		(765	)		175,145
December 31, 2007:
Mortgage-backed securities:
FHLMC	$	129		4		0			133
FNMA		3,833		74		0			3,907
GNMA		6		0		0			6
Collateralized mortgage obligations:
FHLMC		11,792		149		(350	)		11,591
FNMA		3,026		0		(195	)		2,831
		18,786		227		(545	)		18,468
Other marketable securities:
U.S. Government agency obligations		164,730		2,290		0			167,020
Corporate preferred stock		700		0		0			700
		165,430		2,290		0			167,720
	$	184,216		2,517		(545	)		186,188

31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Proceeds from securities available for sale which were sold during 2008 were $10.4 million resulting in gross gains of $479,000. The Company did not sell any available for sale securities during 2007 and did not recognize any gains or losses on investments. Proceeds from the sale of securities available for sale in 2006 were $2.9 million resulting in gross gains of $48,000.

The following table indicates amortized cost and estimated fair value of securities available for sale at December 31, 2008 based upon contractual maturity adjusted for scheduled repayments of principal and projected prepayments of principal based upon current economic conditions and interest rates. Actual maturities may differ from the maturities in the following table because obligors may have the right to call or prepay obligations with or without call or prepayment penalties:

	Amortized		Fair
(Dollars in thousands)	cost		value
Due less than one year	$	94,094		95,549
Due after one year through five years		66,571		68,820
Due after five years through ten years		9,891		10,078
Due after ten years		1,055		698
Total	$	171,611		175,145

The allocation of mortgage-backed securities and collateralized mortgage obligations in the table above is based upon the anticipated future cash flow of the securities using estimated mortgage prepayment speeds.

The following table shows the gross unrealized losses and fair values for the securities available for sale portfolio aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2008 and 2007:

	Less than twelve months							Twelve months or more							Total
	# of		Fair		Unrealized			# of		Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	Investments		Value		Losses			Investments		Value		Losses			Value		Losses
December 31, 2008
Mortgage backed securities:
FHLMC		2	$	9,115		(21	)		1	$	2,530		(319	)	$	11,645		(340	)
FNMA		0		0		0			2		2,175		(75	)		2,175		(75	)
Corporate preferred stock		1		350		(350	)		0		0		0			350		(350	)
Total temporarily impaired securities		3	$	9,465		(371	)		3	$	4,705		(394	)	$	14,170		(765	)
December 31, 2007
Mortgage backed securities:
FHLMC		0	$	0		0			1	$	2,513		(350	)	$	2,513		(350	)
FNMA		0		0		0			3		2,806		(195	)		2,806		(195	)
Total temporarily impaired securities		0	$	0		0			4	$	5,319		(545	)	$	5,319		(545	)

These fixed rate investments are temporarily impaired due to changes in interest rates and the Company has the ability and intent to hold to maturity or until the temporary loss is recovered. Mortgage backed securities in the table above had an average life of less than eight years and the other marketable securities had an average life of less than three years at December 31, 2008.

32

NOTE 4 Loans Receivable, Net

A summary of loans receivable at December 31 is as follows:

(Dollars in thousands)	2008			2007
Residential real estate loans:
1-4 family conventional	$	161,695			152,672
1-4 family conventional – construction		29,998			42,958
1-4 family FHA		80			84
1-4 family VA		214			218
		191,987			195,932
Multi family		29,292			29,073
Multi family – construction		35,640			14,207
		256,919			239,212
Commercial real estate:
Lodging		45,264			49,590
Retail/office		70,158			67,830
Nursing home/health care		10,184			10,952
Land developments		105,281			109,021
Golf courses		15,914			18,869
Restaurant/bar/café		6,140			4,972
Alternative fuel plants		41,271			27,657
Warehouse		26,679			9,512
Manufacturing		7,146			5,761
Churches/community service		9,130			4,757
Other		30,782			26,770
		367,949			335,691
Other loans:
Autos		1,333			1,730
Home equity line		52,243			51,317
Home equity		22,912			20,254
Consumer – secured		320			643
Commercial business		213,775			222,959
Land/lot loans		2,969			4,151
Savings		277			358
Mobile home		1,316			1,699
Consumer – unsecured		5,231			4,757
		300,376			307,868
Total loans		925,244			882,771
Less:
Unamortized premiums		569			(11	)
Net deferred loan fees		2,529			2,245
Allowance for loan losses		21,257			12,438
Loans in process		0	**		3,011
Total loans receivable, net	$	900,889			865,088
Commitments to originate or purchase loans	$	10,107			64,700
Commitments to deliver loans to secondary market	$	6,737			5,599
Weighted average contractual rate of loans in portfolio		5.93	%		7.57	%

**  Core data processing systems converted in 2008, loan amounts reflected in table are net of loans in process.

Included in total commitments to originate or purchase loans are fixed rate loans aggregating $4.2 million and $21.9 million as of December 31, 2008 and 2007, respectively. The interest rates on these loan commitments ranged from 4.50% to 6.875% at December 31, 2008 and from 5.125% to 8.00% at December 31, 2007.

At December 31, 2008, 2007 and 2006, loans on nonaccrual status totaled $64.2 million, $19.6 million and $8.3 million, for which the related allowance for loan losses was $10.2 million, $3.4 million and $1.7 million, respectively. Had the loans performed in accordance with their original terms, the Company would have recorded gross interest income on the loans of $5.5 million, $1.8 million and $0.8 million in 2008, 2007 and 2006, respectively. For the years ended December 31, 2008, 2007 and 2006, the Company recognized interest income on these loans of $1.9 million, $1.0 million and $0.6 million, respectively. All of the interest income that was recognized for impaired loans was recognized using the cash basis method of income recognition.

At December 31, 2008, there were loans included in loans receivable, net, with terms that had been modified in a troubled debt restructuring totaling $8.2 million. Had the loans performed in accordance with their original terms throughout 2008, the Company would have recorded gross interest income of $660,000. During 2008, the Company recorded gross interest income of $593,000 on the loans. At December 31, 2007 and 2006, there were loans of $172,000 and $0 respectively, included in loans receivable, net, with terms that had been modified in a troubled debt restructuring.

There were no material commitments to lend additional funds to customers whose loans were restructured or classified as nonaccrual at December 31, 2008 or December 31, 2007.

The aggregate amounts of loans to executive officers and directors of the Company was $4.1 million at December 31, 2008 and 2007, and $518,000 at December 31, 2006. During 2008, repayments on loans to executive officers and directors were $100,000 and new loans to executive officers and directors totaled $508,000 and sales of executive officer and director loans were $383,000. During 2007, repayments on loans to executive officers and directors were $16,000 and loans originated aggregated $3.6 million. All loans were made in the ordinary course of business on normal credit terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties.

At December 31, 2008, 2007 and 2006, the Company was servicing real estate loans for others with aggregate unpaid principal balances of approximately $557.7 million, $516.1 million and $480.6 million, respectively.

The Company originates residential, commercial real estate and other loans primarily in Minnesota and Iowa. At December 31, 2008 and 2007, the Company had in its

33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

portfolio single-family and multi-family residential loans located in the following states:

	2008					2007
			Percent					Percent
(Dollars in thousands)	Amount		of Total			Amount		of Total
Arizona	$	1,802		0.7	%	$	1,765		0.7	%
California		221		0.1			4,498		1.9
Florida		503		0.2			2,654		1.1
Georgia		1,006		0.4			1,662		0.7
Iowa		9,240		3.6			10,283		4.3
Minnesota		238,675		92.9			211,825		88.6
Wisconsin		2,653		1.0			3,947		1.6
Other states		2,819		1.1			2,578		1.1
Total	$	256,919		100.0	%	$	239,212		100.0	%

Amounts under one million dollars in both years are included in “Other states”.

At December 31, 2008 and 2007, the Company had in its portfolio commercial real estate loans located in the following states:

	2008					2007
			Percent					Percent
(Dollars in thousands)	Amount		of Total			Amount		of Total
Arizona	$	10,463		2.8	%	$	3,640		1.1	%
California		6,593		1.8			6,662		2.0
Florida		2,966		0.8			2,135		0.6
Idaho		5,084		1.4			7,861		2.3
Indiana		11,778		3.2			932		0.3
Iowa		17,829		4.9			19,402		5.8
Kansas		2,002		0.5			2,686		0.8
Minnesota		290,659		79.0			277,525		82.7
Nebraska		4,992		1.4			5,811		1.7
North Carolina		7,707		2.1			1,400		0.4
Utah		1,823		0.5			1,976		0.6
Wisconsin		5,971		1.6			5,444		1.6
Other states		82		0.0			217		0.1
Total	$	367,949		100.0	%	$	335,691		100.0	%

Amounts under one million dollars in both years are included in “Other states”.

NOTE 5 Allowance for Loan Losses

The allowance for loan losses is summarized as follows:

(Dollars in thousands)
Balance, December 31, 2005	$	8,778
Provision for losses		8,878
Charge-offs		(7,849	)
Recoveries		66
Balance, December 31, 2006		9,873
Provision for losses		3,898
Charge-offs		(1,681	)
Recoveries		348
Balance, December 31, 2007		12,438
Provision for losses		26,696
Charge-offs		(17,928	)
Recoveries		51
Balance, December 31, 2008	$	21,257

NOTE 6 Accrued Interest Receivable

Accrued interest receivable at December 31 is summarized as follows:

Dollars in thousands)	2008		2007
Securities available for sale	$	1,340		2,299
Loans receivable		4,228		4,594
	$	5,568		6,893

NOTE 7 Mortgage Servicing Rights, Net

A summary of mortgage servicing activity is as follows:

(Dollars in thousands)	2008			2007
Mortgage servicing rights:
Balance, beginning of year	$	1,270			1,958
Originations		28			18
Amortization		(570	)		(706	)
Balance, end of year		728			1,270
Valuation reserve		0			0
Mortgage servicing rights, net	$	728			1,270
Fair value of mortgage servicing rights	$	2,339			3,261

All of the single family loans sold where the Company continues to service the loans are serviced for FNMA under the mortgage-backed security program or the individual loan sale program. The following is a summary of the risk characteristics of the loans being serviced at December 31, 2008:

						Weighted
			Weighted			Average
	Loan		Average			Remaining		Number
	Principal		Interest			Term		of
(Dollars in thousands)	Balance		Rate			(months)		Loans
Original term 30 year fixed rate	$	195,111		5.87	%		284		1,842
Original term 15 year fixed rate		98,239		5.17			106		1,652
Adjustable rate		1,788		5.43			297		18

The gross carrying amount of mortgage servicing rights and the associated accumulated amortization at December 31, 2008 and 2007 are presented in the following table. Amortization expense for mortgage servicing rights was $570,000 and $706,000 for the years ended December 31, 2008 and 2007.

	Gross					Unamortized
	Carrying		Accumulated			Intangible
(Dollars in thousands)	Amount		Amortization			Assets
December 31, 2008
Mortgage servicing rights	$	3,850		(3,122	)		728
December 31, 2007
Mortgage servicing rights	$	3,851		(2,581	)		1,270

34

The following table indicates the estimated future amortization expense over the next five years for amortized intangible assets:

	Mortgage
(Dollars in thousands)	Servicing
Year Ended December 31,	Rights
2009	$	389
2010		188
2011		94
2012		39
2013		11

Projections of amortization are based on existing asset balances and the existing interest rate environment as of December 31, 2008. The Company’s actual experiences may be significantly different depending upon changes in mortgage interest rates and other market conditions.

NOTE 8 Real Estate

A summary of real estate at December 31 is as follows:

(Dollars in thousands)	2008		2007
Real estate in judgment subject to redemption	$	3,198		1,952
Real estate acquired through foreclosure		2,254		73
Real estate acquired through deed in lieu of foreclosure		5,000		65
Real estate acquired in satisfaction of debt		106		124
		10,558		2,214
Allowance for losses		0		0
	$	10,558		2,214

NOTE 9 Premises and Equipment

A summary of premises and equipment at December 31 is as follows:

(Dollars in thousands)	2008			2007
Land	$	2,364			2,364
Office buildings and improvements		11,294			10,207
Furniture and equipment		12,614			10,813
		26,272			23,384
Less accumulated depreciation		(12,300	)		(11,360	)
	$	13,972			12,024

NOTE 10 Deposits

Deposits and their weighted average interest rates at December 31 are summarized as follows:

	2008								2007
	Weighted					Percent			Weighted					Percent
(Dollars in thousands)	Average Rate			Amount		of Total			Average Rate			Amount		of Total
Noninterest checking		0.00	%	$	66,905		7.6	%		0.00	%	$	54,998		6.2	%
NOW accounts		0.19			126,547		14.4			1.88			118,652		13.4
Savings accounts		0.11			28,023		3.2			1.40			39,671		4.5
Money market accounts		1.59			97,416		11.0			3.34			182,413		20.5
					318,891		36.2						395,734		44.6
Certificates:
0-0.99%					1,068		0.1						555		0.1
1-1.99%					8,193		1.0						2		0.0
2-2.99%					81,483		9.3						6,168		0.7
3-3.99%					344,735		39.0						38,388		4.3
4-4.99%					114,155		13.0						203,720		22.9
5-5.99%					11,980		1.4						243,551		27.4
Total certificates		3.70			561,614		63.8			4.94			492,384		55.4
Total deposits		2.63		$	880,505		100.0	%		3.74		$	888,118		100.0	%

At December 31, 2008 and 2007, the Company had $255.4 million and $338.8 million, respectively, of deposit accounts with balances of $100,000 or more. At December 31, 2008 and 2007, the Company had $302.8 million and $246.8 million of certificate accounts, respectively, that had been acquired through a broker.

35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certificates had the following maturities at December 31:

	2008					2007
			Weighted					Weighted
(Dollars in thousands)			Average					Average
Remaining term to maturity	Amount		Rate			Amount		Rate
1-6 months	$	198,511		3.57	%	$	286,259		5.10	%
7-12 months		188,735		3.62			154,431		4.78
13-36 months		168,912		3.94			46,839		4.44
Over 36 months		5,456		3.63			4,855		4.00
	$	561,614		3.70		$	492,384		4.94

At December 31, 2008, mortgage loans and mortgage-backed and related securities with an amortized cost of approximately $106.4 million were pledged as collateral for certain deposits. An additional $1.4 million of letters of credit from the Federal Home Loan Bank (FHLB) were pledged as collateral on Bank deposits.

Interest expense on deposits is summarized as follows for the years ended December 31:

(Dollars in thousands)	2008		2007		2006
NOW accounts	$	1,543		3,509		2,636
Savings accounts		412		551		1,084
Money market accounts		2,821		8,031		5,119
Certificates		22,381		21,312		13,207
	$	27,157		33,403		22,046

NOTE 11 Federal Home Loan Bank Advances and Federal Reserve Borrowings

Fixed rate Federal Home Loan Bank advances and Federal Reserve borrowings consisted of the following at December 31:

(Dollars in thousands)	2008					2007
Year of Maturity	Amount		Rate			Amount		Rate
2008		—		—		$	10,000		2.67	%
2010	$	10,000		6.48	%		10,000		6.48
2011		52,500		4.00			7,500		4.84
2013		70,000		4.77			70,000		4.77
		132,500		4.59			97,500		4.74
Line of Credit – Federal Home Loan Bank		0					15,000		4.04
Line of Credit – Federal Reserve		10,000		0.50			0
	$	142,500		4.31		$	112,500		4.64

Many of the advances listed above have call provisions which allow the FHLB to request that the advance be paid back or refinanced at the rates then being offered by the FHLB. As of December 31, 2008, the Company had advances from the FHLB with the following call features:

	Callable Quarterly
Year of Maturity	in 2009
2010	$	10,000
2011		7,500
2013		70,000
	$	87,500

At December 31, 2008, the advances from the FHLB were collateralized by the Bank’s FHLB stock and mortgage loans with unamortized principal balances of $218.9 million. The Bank has the ability to draw additional borrowings of $85.0 million based upon the mortgage loans that are currently pledged, subject to a requirement to purchase additional FHLB stock. The Bank also has the ability to draw additional borrowings of $224.0 million from the Federal Reserve Bank, based upon the loans that are currently pledged with them.

36

NOTE 12 Other Borrowed Money

The Company had a $5.0 million revolving line of credit available at December 31, 2007 that was not drawn upon and expired on October 24, 2008. No revolving lines of credit were available or outstanding at December 31, 2008.

NOTE 13 Income Taxes

Income tax expense (benefit) for the years ended December 31 is as follows:

(Dollars in thousands)	2008			2007			2006
Current:
Federal	$	(415	)		7,702			4,547
State		(1	)		2,220			1,429
Total current		(416	)		9,922			5,976
Deferred:
Federal		(3,575	)		(2,044	)		(612	)
State		(993	)		(578	)		(138	)
Total deferred		(4,568	)		(2,622	)		(750	)
	$	(4,984	)		7,300			5,226

The reasons for the difference between “expected” income tax expense utilizing the federal corporate tax rate of 34% for 2008 and 2006, 35% for 2007 and the actual income tax expense are as follows:

(Dollars in thousands)	2008			2007			2006
Expected federal income tax expense (benefit)	$	(5,138	)		6,501			4,642
Items affecting federal income tax:
State income taxes, net of federal income tax expense (benefit)		(642	)		1,094			881
Tax exempt interest		(490	)		(276	)		(377	)
Goodwill impairment charge		1,293			0			0
Other, net		(7	)		(19	)		80
	$	(4,984	)		7,300			5,226

The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities are as follows at December 31:

(Dollars in thousands)	2008		2007
Deferred tax assets:
Allowances for loan and real estate losses	$	8,756		5,153
Deferred compensation costs		331		235
Deferred ESOP loan asset		629		597
Restricted stock expense		160		132
FIN 48		210		210
Nonaccruing loan interest		1,555		847
Other		88		83
Total gross deferred tax assets		11,729		7,257
Deferred tax liabilities:
Net unrealized gain on securities available for sale		1,443		806
Deferred loan fees and costs		246		541
Premises and equipment basis difference		987		525
Originated mortgage servicing rights		297		519
Other		107		147
Total gross deferred tax liabilities		3,080		2,538
Net deferred tax assets	$	8,649		4,719

Retained earnings at December 31, 2008 included approximately $8.8 million for which no provision for income taxes was made. This amount represents allocations of income to bad debt deductions for tax purposes. Reduction of amounts so allocated for purposes other than absorbing losses will create income for tax purposes, which will be subject to the then-current corporate income tax rate. The Company has, in its judgment, made reasonable assumptions relating to the realization of deferred tax assets. Based upon these assumptions, the Company has determined that no valuation allowance is required with respect to the deferred tax assets.

The Company is located in Minnesota and files a state income tax return with the Minnesota Department of Revenue (MDR). In January 2007, the MDR proposed adjustments of $2.2 million to the Company’s state tax liability related to the tax treatment of the inter-company dividends paid to the Bank by a former subsidiary in 2002, 2003 and 2004. The Company is challenging the proposed adjustments and the case was heard in the Minnesota state tax court in the fourth quarter of 2008 and a ruling is expected in the second quarter of 2009. In 2005, Minnesota state tax laws were changed and the Company’s Minnesota tax filings subsequent to 2004 do not have exposure relating to the treatment of the inter-company dividend payments.

On January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). Implementation of FIN 48

37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

resulted in a $250,000 cumulative effect adjustment to retained earnings as of the date of adoption. At January 1, 2007, the total amount of unrecognized tax benefits under FIN 48 was estimated to be $600,000, of which $390,000 related to tax benefits that if recognized, would impact the annual effective tax rate. The estimated unrecognized tax benefit at December 31, 2008, excluding interest, has not been adjusted since the initial assessment. The Company recognizes both interest and penalties as a component of other operating expense and $48,000 in interest expense was recorded in other operating expense during both 2008 and 2007. The liability for unrecognized tax benefits at December 31, 2008 includes $156,000 of interest and no penalties. It is reasonably possible that the total unrecognized tax benefit could increase by $1.6 million or be reduced to zero within the next 12 month period. It is also reasonably possible that any benefit may be substantially offset by new matters arising during this same period. The Company files consolidated federal and state income tax returns and is not subject to federal income tax examinations for taxable years prior to 2004, or state examinations prior to 2002.

NOTE 14 Employee Benefits

All eligible full-time employees of the Bank that were hired prior to 2002 were included in a noncontributory multi-employer retirement plan sponsored by the Financial Institutions Retirement Fund (FIRF). Effective September 1, 2002, the accrual of benefits for existing participants was frozen and no new enrollments were permitted into the plan. The actuarial present value of accumulated plan benefits and net assets available for benefits relating to the Bank’s employees was not available at December 31, 2008 because such information is not accumulated for each participating institution. As of June 30, 2008, the FIRF valuation report reflected that the Bank was obligated to make a contribution totaling $55,000. The required contribution was $159,000 in 2007 and $218,000 in 2006.

The Company has a qualified, tax-exempt savings plan with a deferred feature qualifying under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). All employees who have attained 18 years of age are eligible to participate in the Plan. Participants are permitted to make contributions to the 401(k) Plan equal to the lesser of 50% of the participant’s annual salary or the maximum allowed by law, which was $15,500 for 2008. The Company matches 25% of each participant’s contributions up to a maximum of 8% of the participant’s annual salary. Participant contributions and earnings are fully and immediately vested. The Company’s contributions are vested on a three year cliff basis, are expensed over the vesting period, and were $166,000, $164,000 and $141,000, in 2008, 2007 and 2006, respectively.

The Company has adopted an Employee Stock Ownership Plan (the ESOP) that meets the requirements of Section 4975(e)(7) of the Internal Revenue Code and Section 407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and, as such the ESOP is empowered to borrow in order to finance purchases of the common stock of HMN. The ESOP borrowed $6.1 million from the Company to purchase 912,866 shares of common stock in the initial public offering of HMN. As a result of a merger with Marshalltown Financial Corporation (MFC), the ESOP borrowed $1.5 million to purchase an additional 76,933 shares of HMN common stock to account for the additional employees and avoid dilution of the benefit provided by the plan. The ESOP debt requires quarterly payments of principal plus interest at 7.52%. The Company has committed to make quarterly contributions to the ESOP necessary to repay the loans including interest. The Company contributed $527,000 in 2008 and $525,000 in 2007 and 2006.

As the debt is repaid, ESOP shares that were pledged as collateral for the debt are released from collateral and allocated to eligible employees based on the proportion of debt service paid in the year. The Company accounts for its ESOP in accordance with Statement of Position 93-6, Employers’ Accounting for Employee Stock Ownership Plans. Accordingly, the shares pledged as collateral are reported as unearned ESOP shares in stockholders’ equity. As shares are determined to be ratably released from collateral, the Company reports compensation expense equal to the current market price of the shares, and the shares become outstanding for earnings per share computations. ESOP compensation expense was $380,000, $765,000 and $822,000, respectively, for 2008, 2007 and 2006.

38

All employees of the Bank are eligible to participate in the ESOP after they attain age 18 and complete one year of service during which they worked at least 1,000 hours. A summary of the ESOP share allocation is as follows for the years ended:

	2008			2007			2006
Shares allocated to participants beginning of the year		296,086			294,631			286,018
Shares allocated to participants		24,379			24,317			24,317
Shares purchased with dividends from allocated shares		12,078			8,843			9,223
Shares distributed to participants		(11,606	)		(31,705	)		(24,927	)
Shares allocated to participants end of year		320,937			296,086			294,631
Unreleased shares beginning of the year		498,782			523,099			547,416
Shares released during year		(24,379	)		(24,317	)		(24,317	)
Unreleased shares end of year		474,403			498,782			523,099
Total ESOP shares end of year		795,340			794,868			817,730
Fair value of unreleased shares at December 31	$	1,983,005			12,245,098			18,052,146

In June 1995, the Company adopted the 1995 Stock Option and Incentive Plan (1995 Plan). The provisions of the 1995 Plan expired on April 25, 2005 and options may no longer be granted from the plan. At December 31, 2008, there were 105,500 vested options under the 1995 Plan that remained unexercised. These options expire 10 years from the date of grant and have an average exercise price of $12.12.

In March 2001, the Company adopted the HMN Financial, Inc. 2001 Omnibus Stock Plan (2001 Plan). The purpose of the 2001 Plan is to promote the interests of the Company and its stockholders by providing key personnel with an opportunity to acquire a proprietary interest in the Company and reward them for achieving a high level of corporate performance and thereby develop a stronger incentive to put forth maximum effort for the success and growth of the Company. 400,000 shares of HMN common stock were originally available for distribution under the 2001 Plan in either restricted stock or stock options, subject to adjustment for future stock splits, stock dividends and similar changes to the capitalization of the Company. No more than 100,000 shares from the 2001 Plan may be issued as restricted stock.

A summary of activities under both plans for the past three years is as follows:

												Unvested options
	Shares			Restricted						Award Value/					Weighted Average
	Available for			Shares			Options			Weighted Average					Grant Date		Vesting
	Grant			Outstanding			Outstanding			Exercise Price		Number			Fair Value		Period
1995 Plan
December 31, 2005		0						124,000		$	12.18		6,000			1.85
Options exercised								(7,226	)		13.00
Vested													(3,000	)		1.85
December 31, 2006		0						116,774			12.13		3,000			1.85
Options exercised								(11,274	)		12.30
Vested													(3,000	)		1.85
December 31, 2007		0						105,500			12.12		0			0.00
Options exercised								0			0.00
Vested													0			0.00
December 31, 2008		0						105,500			12.12		0			0.00
2001 Plan
December 31, 2005		164,605			8,629			226,766			18.81		210,871			1.70
Granted January 24, 2006		(7,895	)		7,895			0			N/A						3 years
Granted January 26, 2006		(2,583	)		2,583			0			N/A						3 years
Options exercised								(6,466	)		16.13
Vested					(2,901	)							(12,429	)		2.59
December 31, 2006		154,127			16,206			220,300			18.89		198,442			1.64
Granted January 25, 2007		(13,967	)		13,967			0			N/A						3 years
Forfeited		31,459			(1,054	)		(30,405	)		16.13		(30,405	)		1.43
Vested					(6,348	)							(12,432	)		2.59
December 31, 2007		171,619			22,771			189,895			19.33		155,605			1.61
Granted January 25, 2008		(22,182	)		22,182			0			N/A						3 years
Forfeited		5,916			(169	)		(5,747	)		16.13		(5,747	)		1.43
Vested					(10,491	)							(8,770	)		2.67
December 31, 2008		155,353			34,293			184,148			19.43		141,088			1.55
Total both plans		155,353			34,293			289,648			16.77		141,088			1.55

39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information about stock options outstanding at December 31, 2008:

												Weighted Average
				Weighted								Years Over
				Average						Unrecognized		Which Unrecognized
Exercise		Number		Remaining Contractual		Number		Number		Compensation		Compensation will
Price		Outstanding		Life in Years		Exercisable		Unexercisable		Expense		be Recognized
	11.50		65,000		0.3		65,000		0		0		N/A
	11.25		25,500		1.4		25,500		0		0		N/A
	16.13		133,608		3.4		1,520		132,088		59,290		3.0
	16.25		15,000		3.4		15,000		0		0		N/A
	27.64		5,000		5.2		5,000		0		0		N/A
	27.66		15,540		5.2		15,540		0		0		N/A
	26.98		15,000		5.6		12,000		3,000		1,319		0.6
	30.00		15,000		6.4		9,000		6,000		4,066		1.4
			289,648				148,560		141,088	$	64,675

The Company will issue shares from treasury upon the exercise of outstanding options.

Prior to January 1, 2006, the Company used the intrinsic value method as described in APB Opinion No. 25 and related interpretations to account for its stock incentive plans. Accordingly, there were no charges or credits to expense with respect to the granting or exercise of options since the options were issued at fair value on the respective grant dates. On January 1, 2006, the Company adopted FAS No. 123(R), which replaced FAS No. 123 and supercedes APB Opinion No. 25. In accordance with this standard, the Company recognized compensation expense in 2008, 2007 and 2006 relating to stock options over the vesting period. The amount of the expense was determined under the fair value method.

The fair value for each option grant is estimated on the date of the grant using a Black Scholes option valuation model. There were no options granted in 2008, 2007 or 2006.

NOTE 15 Earnings (Loss) per Common Share

The following table reconciles the weighted average shares outstanding and net income (loss) for basic and diluted earnings (loss) per share:

	Year Ended December 31,
(Dollars in thousands, except per share data)	2008			2007		2006
Weighted average number of common shares outstanding used in basic earnings per common share calculation		3,655,078			3,738,457		3,822,189
Net dilutive effect of :
Options		0			145,503		174,883
Restricted stock awards		0			17,828		12,770
Weighted average number of common shares outstanding
adjusted for effect of dilutive securities		3,655,078			3,901,788		4,009,842
Net income (loss) available to common shareholders	$	(10,164	)		11,274		8,428
Basic earnings (loss) per common share	$	(2.78	)		3.02		2.20
Diluted earnings (loss) per common share	$	(2.78	)		2.89		2.10

NOTE 16 Stockholders’ Equity

The Company repurchased in the open market and placed in treasury 30,000 shares of its common stock in 2008, 164,000 shares in 2007, 115,000 shares in 2006, for $723,000, $4.9 million and $4.0 million, respectively.

40

HMN declared and paid dividends as follows:

				Quarterly
		Dividend		Dividend
Record date	Payable date	per Share		Payout Ratio
February 17, 2006	March 7, 2006	$	0.24		27.59	%
May 19, 2006	June 7, 2006	$	0.24		35.29	%
August 25, 2006	September 8, 2006	$	0.25		34.25	%
November 24, 2006	December 13, 2006	$	0.25		NM
February 16, 2007	March 7, 2007	$	0.25		37.31	%
May 18, 2007	June 7, 2007	$	0.25		30.49	%
August 24, 2007	September 7, 2007	$	0.25		36.76	%
November 23, 2007	December 12, 2007	$	0.25		35.21	%
February 15, 2008	March 7, 2008	$	0.25		34.25	%
May 16, 2008	June 6, 2008	$	0.25		64.10	%
August 25, 2008	September 8, 2008	$	0.25		NM
NM — not meaningful

The Company suspended the payment of quarterly cash dividends in the fourth quarter of 2008 due to the net operating loss experienced and the challenging economic environment. Because of the unknown duration of the economic slow down, it is not known when any future dividends will be paid by the Company. The annualized dividend payout ratios for 2007 and 2006 were 34.72% and 42.61%, respectively.

The Company’s certificate of incorporation authorizes the issuance of up to 500,000 shares of preferred stock, and on December 23, 2008 the Company completed the sale of 26,000 shares of cumulative perpetual preferred stock to the United States Treasury. The preferred stock has a liquidation value of $1,000 per share and a related warrant was also issued to purchase 833,333 shares of HMN common stock at an exercise price of $4.68 per share. The transaction was part of the United States Treasury’s capital purchase program under the Emergency Economic Stabilization Act of 2008. Under the terms of the sale, the preferred shares are entitled to a 5% annual cumulative dividend for each of the first five years of the investment, increasing to 9% thereafter, unless HMN redeems the shares. The preferred stock may be redeemed in whole or in part, at par plus accrued and unpaid dividends with the approval of the Bank’s primary regulator. The preferred stock is non-voting, other than certain class voting rights. The warrant may be exercised at any time over its ten-year term. Treasury has agreed not to vote any shares of common stock acquired upon exercise of the warrant. Without the consent of Treasury, for three years following issuance of the preferred stock, HMN cannot (i) increase the rate at which it pays dividends on its common stock in excess of the rate at which it last declared a quarterly common stock dividend, or $0.25 per share, or (ii) subject to certain exceptions, repurchase any shares of HMN common stock outstanding. Both the preferred securities and the warrant qualify as Tier 1 capital.

The Bank may not declare or pay a cash dividend to the Company without filing a capital distribution application with the OTS if the total amount of the dividends for the year exceeds the Bank’s net income for the year plus the Bank’s retained net income for the preceding two years. Additional limitations on dividends declared or paid on, or repurchases of, the Bank’s capital stock are tied to the Bank’s level of compliance with its regulatory capital requirements.

In order to grant a priority to eligible accountholders in the event of future liquidation, the Bank, at the time of conversion to a stock savings bank, established a liquidation account equal to its regulatory capital as of September 30, 1993. In the event of future liquidation of the Bank, an eligible accountholder who continues to maintain their deposit account shall be entitled to receive a distribution from the liquidation account. The total amount of the liquidation account will decrease as the balance of eligible accountholders are reduced subsequent to the conversion, based on an annual determination of such balance.

NOTE 17 Federal Home Loan Bank Investment and Regulatory Capital Requirements

The Bank, as a member of the Federal Home Loan Bank System, is required to hold a specified number of shares of capital stock, which are carried at cost, in the Federal Home Loan Bank of Des Moines. The Bank met this requirement at December 31, 2008.

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulations to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of Tier I (Core) capital, and Risk-based capital (as defined in the regulations) to total assets (as defined). Management believes, as of December 31, 2008 and

41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2007, that the Bank met all capital adequacy requirements to which it was subject.

Management believes that based upon the Bank’s capital calculations at December 31, 2008 and 2007 and other conditions consistent with the Prompt Corrective Actions provisions of the OTS regulations, the Bank would be categorized as well capitalized.

At December 31, 2008 and 2007, the Bank’s capital amounts and ratios are presented for actual capital, required capital and excess capital including amounts and ratios in order to qualify as being well capitalized under the Prompt Corrective Actions regulations:

																To Be Well Capitalized
						Required to be										Under Prompt
						Adequately										Corrective Action
	Actual					Capitalized					Excess Capital					Provisions
			Percent of					Percent of					Percent of					Percent of
(Dollars in thousands)	Amount		Assets(1)			Amount		Assets(1)			Amount		Assets(1)			Amount		Assets(1)
December 31, 2008
Tier I or core capital	$	105,274		9.23	%	$	45,643		4.00	%	$	59,631		5.23	%	$	57,054		5.00	%
Tier I risk-based capital		105,274		11.63			36,220		4.00			69,054		7.63			54,331		6.00
Risk-based capital to risk-weighted assets		114,765		12.67			72,441		8.00			42,324		4.67			90,551		10.00
December 31, 2007
Tier I or core capital	$	88,366		7.96	%	$	44,427		4.00	%	$	43,939		3.96	%	$	55,534		5.00	%
Tier I risk-based capital		88,366		10.34			34,195		4.00			54,171		6.34			51,292		6.00
Risk-based capital to risk-weighted assets		96,796		11.32			68,390		8.00			28,406		3.32			85,487		10.00

⁽¹⁾ Based upon the Bank’s adjusted total assets for the purpose of the Tier I or core capital ratios and risk-weighted assets for the purpose of the risk-based capital ratio.

NOTE 18 Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contract amounts of these instruments reflect the extent of involvement by the Company.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contract amount of these commitments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.

	December 31,
	Contract amount
(Dollars in thousands)	2008		2007
Financial instruments whose contract amount represents credit risk:
Commitments to originate, fund or purchase loans:
1-4 family mortgages	$	4,472		4,034
Multi- family mortgages		0		10,116
Commercial real estate mortgages		0		29,370
Non-mortgage loans		5,635		21,180
Undisbursed balance of loans closed		68,334		84,512
Unused lines of credit		95,549		131,276
Letters of credit		5,933		8,016
Total commitments to extend credit	$	179,923		288,504
Forward commitments	$	6,737		5,599

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on the loan type and on management’s credit evaluation of the borrower. Collateral consists primarily of residential and commercial real estate and personal property.

42

Forward commitments represent commitments to sell loans to a third party and are entered into in the normal course of business by the Bank.

The Bank issued standby letters of credit which guarantee the performance of customers to third parties. The standby letters of credit outstanding at December 31, 2008 expire over the next 32 months and totaled $5.9 million at December 31, 2008 and $8.0 million at December 31, 2007. The letters of credit are collateralized primarily with commercial real estate mortgages. Since the conditions under which the Bank is required to fund the standby letters of credit may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

NOTE 19 Derivative Instruments and Hedging Activities

The Company originates and purchases single-family residential loans for sale into the secondary market and enters into commitments to sell those loans in order to mitigate the interest rate risk associated with holding the loans until they are sold. The Company accounts for these commitments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.

The Company had commitments outstanding to extend credit to future borrowers that had not closed prior to the end of the year, which is referred to as its mortgage pipeline. As commitments to originate loans enter the mortgage pipeline, the Company generally enters into commitments to sell the loans into the secondary market. The commitments to originate and sell loans are derivatives that are recorded at market value. As a result of marking these derivatives to market for the period ended December 31, 2008, the Company recorded a decrease in other liabilities of $2,000 and a net gain on the sales of loans of $2,000.

As of December 31, 2008, the current commitments to sell loans held for sale are derivatives that do not qualify for hedge accounting. As a result, these derivatives are marked to market. The loans held for sale that are not hedged are recorded at the lower of cost or market. As a result of marking these loans, the Company recorded an increase in loans held for sale of $32,000, a decrease in other assets of $32,000, an increase in other liabilities of $10,000 and a net loss on the sale of loans of $10,000.

NOTE 20 Fair Value Measurement

On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system consisting of three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets that the Company has the ability to access.

Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which significant assumptions are observable in the market.

Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The following table summarizes the assets of the Company for which fair values are determined on a recurring basis as of December 31, 2008.

	Carrying value at December 31, 2008
(Dollars in thousands)	Total			Level 1		Level 2			Level 3
Securities available for sale	$	175,145			12,584		162,561			0
Mortgage loan commitments		(14	)		0		(14	)		0
Total	$	175,131			12,584		162,547			0

The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from the application of the lower of cost or market accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis in 2008 that were still held at December 31, 2008, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets or portfolios at December 31, 2008.

43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

									Year Ended
	Carrying Value at December 31, 2008								December 31, 2008
(Dollars in thousands)	Total		Level 1		Level 2		Level 3		Total Gains (Losses)
Loans held for sale	$	2,548		0		2,548		0		(10	)
Mortgage servicing rights		728		0		728		0		0
Loans(1)		70,051		0		70,051		0		(9,146	)
Real estate, net(2)		10,558		0		10,558		0		0
Total	$	83,885		0		83,885		0		(9,156	)

(1)	Represents carrying value and related specific reserves on loans for which adjustments are based on the appraised value of the collateral. The carrying value of loans fully charged-off is zero.
(2)	Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.

NOTE 21 Fair Value of Financial Instruments

SFAS No. 107, Disclosures about Fair Values of Financial Instruments, requires disclosure of estimated fair values of the Company’s financial instruments, including assets, liabilities and off-balance sheet items for which it is practicable to estimate fair value. The fair value estimates are made as of December 31, 2008 and 2007 based upon relevant market information, if available, and upon the characteristics of the financial instruments themselves. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based upon judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. The estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based only on existing financial instruments without attempting to estimate the value of anticipated future business or the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered in any of the estimates.

The estimated fair value of the Company’s financial instruments are shown below. Following the table, there is an explanation of the methods and assumptions used to estimate the fair value of each class of financial instruments.

	December 31,
	2008								2007
	Carrying			Estimated			Contract		Carrying			Estimated			Contract
(Dollars in thousands)	Amount			Fair Value			Amount		Amount			Fair Value			Amount
Financial assets:
Cash and cash equivalents	$	15,729			15,729					23,718			23,718
Securities available for sale		175,145			175,145					186,188			186,188
Loans held for sale		2,548			2,548					3,261			3,261
Loans receivable, net		900,889			923,034					865,088			874,062
Federal Home Loan Bank stock		7,286			7,286					6,198			6,198
Accrued interest receivable		5,568			5,568					6,893			6,893
Financial liabilities:
Deposits		880,505			880,505					888,118			888,118
Federal Home Loan Bank advances		132,500			141,812					112,500			116,574
Federal Reserve line of credit		10,000			9,999					0			0
Accrued interest payable		6,307			6,307					9,515			9,515
Off-balance sheet financial instruments:
Commitments to extend credit		0			0			179,923		32			32			288,504
Commitments to sell loans		(24	)		(24	)		6,737		(17	)		(17	)		5,599

Cash and Cash Equivalents  The carrying amount of cash and cash equivalents approximates their fair value.

Securities Available for Sale  The fair values of securities were based upon quoted market prices.

Loans Held for Sale  The fair values of loans held for sale were based upon quoted market prices for loans with similar interest rates and terms to maturity.

44

Loans Receivable  The fair values of loans receivable were estimated for groups of loans with similar characteristics. The fair value of the loan portfolio, with the exception of the adjustable rate portfolio, was calculated by discounting the scheduled cash flows through the estimated maturity using anticipated prepayment speeds and using discount rates that reflect the credit and interest rate risk inherent in each loan portfolio. The fair value of the adjustable loan portfolio was estimated by grouping the loans with similar characteristics and comparing the characteristics of each group to the prices quoted for similar types of loans in the secondary market.

Federal Home Loan Bank Stock  The carrying amount of FHLB stock approximates its fair value.

Accrued Interest Receivable  The carrying amount of accrued interest receivable approximates its fair value since it is short-term in nature and does not present unanticipated credit concerns.

Deposits  The fair value of demand deposits, savings accounts and certain money market account deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. If the fair value of the fixed maturity certificates of deposits is calculated at less than the carrying amount, the carrying value of these deposits is reported as the fair value.

The fair value estimate for deposits does not include the benefit that results from the low cost funding provided by the Company’s existing deposits and long-term customer relationships compared to the cost of obtaining different sources of funding. This benefit is commonly referred to as the core deposit intangible.

Federal Home Loan Bank Advances  The fair values of advances with fixed maturities are estimated based on discounted cash flow analysis using as discount rates the interest rates charged by the FHLB for borrowings of similar remaining maturities.

Accrued Interest Payable The carrying amount of accrued interest payable approximates its fair value since it is short-term in nature.

Commitments to Extend Credit The fair values of commitments to extend credit are estimated using the fees normally charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counter parties.

Commitments to Sell Loans The fair values of commitments to sell loans are estimated using the quoted market prices for loans with similar interest rates and terms to maturity.

NOTE 22  HMN Financial, Inc. Financial Information (Parent Company Only)

The following are the condensed financial statements for the parent company only as of December 31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and 2006.

(Dollars in thousands)	2008			2007			2006
Condensed Balance Sheets
Assets:
Cash and cash equivalents	$	638			1,022
Investment in subsidiaries		107,604			93,372
Loans receivable, net		4,400			4,000
Accrued interest receivable		0			20
Prepaid expenses and other assets		10			3
Deferred tax asset		392			408
Total assets	$	113,044			98,825
Liabilities and Stockholders’ Equity:
Accrued expenses and other liabilities	$	831			697
Total liabilities		831			697
Serial preferred stock		23,384			0
Common stock		91			91
Additional paid-in capital		60,687			58,049
Retained earnings		98,067			110,943
Net unrealized gain on securities available for sale		2,091			1,167
Unearned employee stock ownership plan shares		(3,771	)		(3,965	)
Treasury stock, at cost, 4,961,032 and 4,953,045 shares		(68,336	)		(68,157	)
Total stockholders’ equity		112,213			98,128
Total liabilities and stockholders’ equity	$	113,044			98,825

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)	2008			2007			2006
Condensed Statements of Income
Interest income	$	98			171			121
Interest expense		0			0			(3	)
Equity earnings (losses) of subsidiaries		(9,693	)		11,151			8,838
Other income		2			739			1
Compensation and benefits		(243	)		(233	)		(236	)
Occupancy		(24	)		(24	)		(21	)
Data processing		(6	)		(6	)		(4	)
Other		(466	)		(459	)		(503	)
Income (loss) before income tax expense (benefit)		(10,332	)		11,339			8,193
Income tax expense (benefit)		(205	)		65			(235	)
Net income (loss)	$	(10,127	)		11,274			8,428
Condensed Statements of Cash Flows
Cash flows from operating activities:
Net income (loss)	$	(10,127	)		11,274			8,428
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Equity (earnings) losses of subsidiaries		9,693			(11,151	)		(8,838	)
Provision for loan losses		0			0			100
Deferred income tax expense (benefit)		16			(25	)		22
Gain on sales of real estate		0			(639	)		0
Proceeds from sales of real estate		0			1,389			0
Earned employee stock ownership shares priced above original cost		118			339			380
Stock option compensation		33			44			64
Amortization of restricted stock awards		415			334			191
Decrease in unearned ESOP shares		194			193			193
Decrease (increase) in accrued interest receivable		20			(20	)		0
Increase in accrued expenses and other liabilities		134			53			11
Decrease in other assets		(7	)		(13	)		(220	)
Other, net		(1	)		(99	)		0
Net cash provided by operating activities		488			1,679			331
Cash flows from investing activities:
Investment in subsidiary		(25,000	)		0			0
Increase in loans receivable, net		(400	)		(4,000	)		0
Net cash used by investing activities		(25,400	)		(4,000	)		0
Cash flows from financing activities:
Purchase of treasury stock		(723	)		(4,913	)		(3,960	)
Stock options exercised		0			139			166
Excess tax benefit from options exercised		0			99			56
Dividends paid to stockholders		(2,749	)		(3,724	)		(3,737	)
Proceeds from preferred stock and warrant issued		26,000			0			0
Proceeds from dividends on Bank stock		2,000			6,000			8,000
Net cash provided (used) by financing activities		24,528			(2,399	)		525
Increase (decrease) in cash and cash equivalents		(384	)		(4,720	)		856
Cash and cash equivalents, beginning of year		1,022			5,742			4,886
Cash and cash equivalents, end of year	$	638			1,022			5,742

NOTE 23  Business Segments

The Bank has been identified as a reportable operating segment in accordance with the provisions of SFAS No. 131. SFC and HMN, the holding company, did not meet the quantitative thresholds for a reportable segment and therefore are included in the “Other” category.

The Company evaluates performance and allocates resources based on the segment’s net income, return on average assets and return on average equity. Each corporation is managed separately with its own officers and board of directors.

The following table sets forth certain information about the reconciliations of reported net income and assets for each of the Company’s reportable segments.

46

	Home Federal									Consolidated
(Dollars in thousands)	Savings Bank			Other			Eliminations			Total
At or for the year ended December 31, 2008:
Interest income - external customers	$	66,496			16			0			66,512
Non-interest income - external customers		6,959			3			0			6,962
Loss on limited partnerships		(8	)		0			0			(8	)
Intersegment interest income		0			81			(81	)		0
Intersegment non-interest income		174			(9,693	)		9,519			0
Interest expense		32,877			0			(81	)		32,796
Amortization of mortgage servicing rights, net		570			0			0			570
Other non-interest expense		27,942			747			(174	)		28,515
Income tax benefit		(4,776	)		(208	)		0			(4,984	)
Net loss		(9,688	)		(10,132	)		9,693			(10,127	)
Total assets		1,144,738			113,078			(112,336	)		1,145,480
At or for the year ended December 31, 2007:
Interest income - external customers	$	77,457			66			0			77,523
Non-interest income - external customers		6,855			739			0			7,594
Intersegment interest income		0			105			(105	)		0
Intersegment non-interest income		174			11,151			(11,325	)		0
Interest expense		38,928			0			(105	)		38,823
Amortization of mortgage servicing rights, net		706			0			0			706
Other non-interest expense		22,560			730			(174	)		23,116
Income tax expense		7,238			62			0			7,300
Net income		11,156			11,269			(11,151	)		11,274
Goodwill		3,801			0			0			3,801
Total assets		1,115,857			98,865			(97,668	)		1,117,054
At or for the year ended December 31, 2006:
Interest income - external customers	$	67,418			109			0			67,527
Non-interest income - external customers		6,441			1			0			6,442
Intersegment interest income		4			12			(16	)		0
Intersegment non-interest income		144			8,838			(8,982	)		0
Interest expense		28,853			4			(16	)		28,841
Amortization of mortgage servicing rights, net		848			0			0			848
Other non-interest expense		21,120			772			(144	)		21,748
Income tax expense (benefit)		5,463			(237	)		0			5,226
Net income		8,844			8,422			(8,838	)		8,428
Goodwill		3,801			0			0			3,801
Total assets		970,941			93,831			(86,983	)		977,789

47

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

HMN Financial, Inc.:

We have audited the accompanying consolidated balance sheets of HMN Financial, Inc. (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of HMN Financial, Inc. as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), HMN Financial, Inc.’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 2, 2009 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP

Minneapolis, Minnesota

March 2, 2009

48

OTHER FINANCIAL DATA

	Year Ended December 31,
(Dollars in thousands)	2008		2007		2006
Maximum Balance:
Federal Home Loan Bank advances	$	165,000		168,200		162,900
Federal Home Loan Bank short-term borrowings		43,000		57,300		52,000
Average Balance:
Federal Home Loan Bank advances		122,338		116,406		155,972
Federal Home Loan Bank short-term borrowings		11,249		18,993		28,513

The following table sets forth certain information as to the Bank’s Federal Home Loan Bank (FHLB) advances and Federal Reserve Bank (FRB) borrowings.

	December 31,
	2008					2007					2006
			Weighted					Weighted					Weighted
			Average					Average					Average
(Dollars in thousands)	Amount		Rate			Amount		Rate			Amount		Rate
FHLB short-term borrowings	$	0		0	%	$	25,000		3.49	%	$	40,000		2.91	%
FRB short term borrowings		10,000		0.50			0					0
FHLB long-term advances		132,500		4.59			87,500		4.97			110,900		4.76
Total	$	142,500		4.31		$	112,500		4.64		$	150,900		4.27

49

SELECTED QUARTERLY FINANCIAL DATA

	December 31,			September 30,			June 30,
(Dollars in thousands, except per share data)	2008			2008			2008
Selected Operations Data (3 months ended):
Interest income	$	16,094			16,374			16,253
Interest expense		7,805			7,806			8,078
Net interest income		8,289			8,568			8,175
Provision for loan losses		8,216			15,790			1,130
Net interest income (loss) after provision for loan losses		73			(7,222	)		7,045
Noninterest income:
Fees and service charges		1,065			1,077			998
Loan servicing fees		233			240			240
Securities gains, net		0			479			0
Gain on sales of loans		208			59			228
Other noninterest income		220			99			290
Total noninterest income		1,726			1,954			1,756
Noninterest expense:
Compensation and benefits		3,058			3,010			3,036
Occupancy		1,097			1,131			1,161
Advertising		111			95			92
Data processing		318			399			336
Amortization of mortgage servicing rights, net		114			142			154
Goodwill impairment charge		0			0			3,801
Other noninterest expense		1,773			1,785			1,220
Total noninterest expense		6,471			6,562			9,800
Income (loss) before income tax expense (benefit)		(4,672	)		(11,830	)		(999	)
Income tax expense (benefit)		(2,134	)		(4,779	)		1,026
Net income (loss)	$	(2,538	)		(7,051	)		(2,025	)
Preferred stock dividends and discount		(37	)		0			0
Net income (loss) available to common stockholders	$	(2,575	)		(7,051	)		(2,025	)
Basic earnings (loss) per common share	$	(0.70	)		(1.93	)		(0.56	)
Diluted earnings (loss) per common share	$	(0.70	)		(1.93	)		(0.56	)
Financial Ratios:
Return on average assets(1)		(0.88	)%		(2.54	)		(0.75	)
Return on average equity(1)		(11.43	)		(29.14	)		(8.27	)
Average equity to average assets		8.58			8.90			8.99
Dividend payout ratio		NM			NM			64.10
Net interest margin(1)(2)		2.99			3.21			3.15
(Dollars in thousands)
Selected Financial Condition Data:
Total assets	$	1,145,480			1,128,900			1,076,163
Securities available for sale:
Mortgage-backed and related securities		77,327			74,595			16,659
Other marketable securities		97,818			111,463			107,167
Loans held for sale		2,548			4,222			3,699
Loans receivable, net		900,889			873,156			895,713
Deposits		880,505			888,848			832,316
Federal Home Loan Bank advances and Federal Reserve borrowing		142,500			141,500			137,900
Stockholders’ equity		112,213			86,576			95,052

(1)	Annualized
(2)	Net interest income divided by average interest-earning assets.

NM — Not meaningful

50

March 31,		December 31,		September 30,		June 30,		March 31,
2008		2007		2007		2007		2007
	17,791		19,338		20,278		19,628		18,279
	9,107		10,090		10,465		9,773		8,495
	8,684		9,248		9,813		9,855		9,784
	1,560		1,494		921		1,028		455
	7,124		7,754		8,892		8,827		9,329
	793		833		829		781		696
	242		265		253		265		271
	0		0		0		0		0
	156		325		204		189		796
	327		1,163		362		57		305
	1,518		2,586		1,648		1,292		2,068
	3,360		2,721		3,147		3,262		3,361
	1,132		1,144		1,127		1,112		1,084
	124		118		123		195		106
	342		326		325		321		295
	160		166		169		189		182
	0		0		0		0		0
	1,134		1,295		1,062		1,070		922
	6,252		5,770		5,953		6,149		5,950
	2,390		4,570		4,587		3,970		5,447
	903		1,795		1,806		1,520		2,179
	1,487		2,775		2,781		2,450		3,268
	0		0		0		0		0
	1,487		2,775		2,781		2,450		3,268
	0.41		0.75		0.74		0.65		0.87
	0.39		0.73		0.71		0.62		0.82
	0.54		0.98		0.97		0.89		1.28
	6.06		11.11		11.19		10.09		13.79
	8.93		8.89		8.92		9.05		9.26
	34.25		35.21		36.76		30.49		37.31
	3.28		3.39		3.58		3.75		4.01
	1,104,769		1,117,054		1,147,413		1,127,426		1,117,043
	17,716		18,468		18,927		14,417		11,110
	139,679		167,720		191,251		189,511		179,931
	3,090		3,261		2,153		4,454		1,412
	877,756		865,088		846,201		843,221		798,502
	892,977		888,118		936,419		925,511		871,929
	97,500		112,500		97,500		97,500		140,900
	99,388		98,128		97,300		94,716		94,813

51

COMMON STOCK INFORMATION

The common stock of HMN Financial, Inc. is listed on the Nasdaq Stock Market under the symbol HMNF. As of December 31, 2008, the Company had 9,128,662 shares of common stock issued and 4,961,032 shares in treasury stock. As of December 31, 2008 there were 698 stockholders of record and 1,042 estimated beneficial stockholders. The following table represents the stock price information for HMN Financial, Inc. as furnished by Nasdaq for each quarter starting with the quarter ended December 31, 2008 and regressing back to March 30, 2007.

	December 31,		September 30,		June 30,		March 31,		December 31,		September 28,		June 29,		March 30,
	2008		2008		2008		2008		2007		2007		2007		2007
HIGH	$	12.93		17.52		23.99		25.49		29.89		35.25		35.55		34.95
LOW		3.00		11.01		15.28		21.18		22.55		28.54		32.25		32.77
CLOSE		4.18		12.38		15.50		23.08		24.55		29.63		35.15		33.84

	Period Ending
Index	12/31/03		12/31/04		12/31/05		12/31/06		12/31/07		12/31/08
HMN Financial, Inc.		100.00		140.01		128.93		155.28		114.17		20.24
NASDAQ Composite		100.00		108.59		110.08		120.56		132.39		78.72
SNL Bank NASDAQ		100.00		114.61		111.12		124.75		97.94		71.13

52

EX-21

Exhibit 21

Subsidiaries of Registrant

		Date and % of Voting
		Shares, Partnership
		Interests, Voting Trust
	Year &	Certificates, Capital
Name & Address	State Inc.	Contributions	Description of Activity
Home Federal Savings Bank	1934	6/29/94	Federally Chartered Stock
1016 Civic Center Drive NW	Federal	HMN owns 100% of	Savings Bank
Rochester, MN 55901	Charter	voting shares
Osterud Insurance Agency, Inc.	1983	12/1983	Investment products and
DBA Home Federal Investment Svcs.	MN	Bank owns 100%	financial planning
1016 Civic Center Drive NW Rochester, MN 55901
Security Finance Corporation	1929	12/29/95	Corporation invests in
1016 Civic Center Drive NW	MN	HMN owns 100% of	Securities, loans and real estate
Rochester, MN 55901		voting shares

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
HMN Financial, Inc.:

We consent to the incorporation by reference of our reports dated March 2, 2009, with respect to the consolidated balance sheets of HMN Financial, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008, and the effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 annual report on Form 10-K of HMN Financial, Inc., in the following Registration Statements of HMN Financial, Inc.: Nos. 333-88228, 33-94388, 33-94386, and 33-64232 on Form S-8 and Nos. 333-156883 on Form S-3.

Minneapolis, Minnesota
March 2, 2009

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Bradley Krehbiel, certify that:

1. I have reviewed this annual report on Form 10-K of HMN Financial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f)) for the registrant and have:

     (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 4, 2009	By:	/s/ Bradley Krehbiel
		Bradley Krehbiel
		President Home Federal Savings Bank

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Jon J. Eberle, certify that:

1. I have reviewed this annual report on Form 10-K of HMN Financial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15a-15(f)) for the registrant and have:

     (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 4, 2009	By:	/s/ Jon J. Eberle
		Jon J. Eberle
		Senior Vice President, Chief Financial Officer and Treasurer

EX-32

Exhibit 32

HMN FINANCIAL, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of HMN Financial, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley Krehbiel, President Home Federal Savings Bank (Principal Executive Officer of the Company), and Jon Eberle, Senior Vice President and CFO of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: March 4, 2009	/s/ Bradley Krehbiel
	Bradley Krehbiel
	President Home Federal Savings Bank (Principal Executive Officer)

/s/ Jon Eberle  

Jon Eberle 

Senior Vice President/Chief Financial Officer
(Principal Financial Officer)